SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made as of the 21st day of September, 2009 by and among   Inner Mongolia Xiangzhen Mining Group Co., Ltd. , a company organized and existing under the Laws of People’s Republic of China with its legal address at Jianguo Road, Wulanhua, Sizi wang Qi, Wulanchabu, Inner Mongolia, People’s Republic of China (the “ Seller ”), Tun Lin Limited Liability Company in the Kyrgyz Republic, a n exempt company organized under the laws of Kyrgyz Republic (the “ Company ”) ,   Fortune Pegasus International Limited 福 骏国际有限公司 , a company organized and existing under the Laws of British Virgin Islands with its registered office at PO Box 4389, Road Town, Tortola, British Virgin Islands  (the “ Purchaser ”; together with the Seller and Company, the “ Parties ” and individually, a “ Party ”).  

WHEREAS, the Seller is the sole registered and beneficial owner of equity shares of the Company before the Closing as defined below;

WHEREAS, as at the date of this Agreement, the Company has an authorized  capital of 5000 索姆 , of which 5000 索姆 have been issued to the Seller (the collectively “ Sale Shares ” and each a “ Sale Share ”), further details of the Company are set out in Schedule to this Agreement.]

WHEREAS, as at the date of this Agreement, the Company is indebted to the Seller in the amount of US$1,761,784.78 (the “ Sale Loan ”).

WHEREAS, as at the date of this Agreement, the Company is the holder of the Mining License together with all title, right, interest and benefit thereto and therein free from Encumbrances

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, one hundred percent (100%) of the Sale Shares and the Sale Loan, all upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and upon the terms and subject to the conditions hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1.01.   Certain Defined Terms.   (a) As used in this Agreement, the following terms shall have the following meanings:

“ Acquisition ” means the purchase of the Purchased Shares by the Purchaser from the Seller pursuant to the terms and conditions of this Agreement.

" Action " or “ Actions ” mean any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or non-governmental authority, including any action regarding expropriation, confiscation or requisition.

" Affiliate " means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is controlled by, or is under common control with, such specified Person.

" Agreement " or " this Agreement " means the Share Purchase Agreement, entered into on [   ], 2009 by and among the Seller, the Company and the Purchaser (including all Schedules and Exhibits hereto, which are expressly incorporated herein and constitute indispensable parts hereof) and all amendments hereto which may be made in accordance with Section 10.04 hereof.

" Assets " means all the assets, rights and creditor’s rights due to the Company together with those assets and rights which were used, held or enjoyed for the purposes of the Business or are otherwise represented as being the property or assets of the Company as of the date hereof.

" Business " means all the businesses that the Group may engage or are engaging in according to Law.

" Business Day " means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in British Virgin Islands, or the PRC.

" Control " (including the terms " controlled by " and " under common control with "), means, with respect to any Person, the possession, directly or indirectly through one or more intermediaries, or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise.

" Directors " means the member of board of the Company.

" Disclosure Schedule " means the Disclosure Schedule attached hereto, dated as of the date hereof, which constitutes a part of this Agreement.

" Encumbrance " means any security interest, pledge, assignment, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance, adverse claim or any contract or agreement constituting a privilege or right of any nature restricting the full enjoyment, ownership or transferability or any other arrangement having a similar effect.

" Governmental Authority " means any national, provincial, municipal and other local governmental or regulatory authority, agency, commission, or any court, tribunal, or judicial or arbitral body, including, without limitation, the PRC Ministry of Commerce, the National Development and Reform Commission, the State-owned Assets Supervision and Administration Commission, the State Administration for Industry and Commerce, the State Administration of Foreign Exchange, and the State Administration of Taxation, and their respective local counterparts.

" Governmental Order " means any order, writ, judgment, injunction, decree, notice, directive, stipulation, determination or award entered by or with any Governmental Authority.

" Group " means, collectively, the Company and the Subsidiaries

" Knowledge " means to the best of a Person’s knowledge after making due and reasonable inquiries.

" Law " means any promulgated and publicly available applicable national, provincial or other local law, ordinance, code, regulation, rule, order, measure, circular, other requirement or rule of law.

" Management Account " means (i) the unaudited consolidated balance sheet of the Group as at the Management Accounts Date and (ii) the unaudited consolidated balance sheet of the Group as at the Management Accounts Date; copies of which have been attached to this Agreement as Exhibit “A”

" Management Account Date " means June 30, 2009

" Material Adverse Effect " means any circumstance, change in, or effect on the Seller, the Company, the Assets or the Business that, individually or in the aggregate with any other circumstances, changes in, or effects on the Seller, the Assets or the Business: (a) is, or would reasonably be expected to be materially adverse to the Business, operations, Assets or liabilities (including, without limitation, contingent liabilities), employee relationships, customer or supplier relationships, results of operations or the condition (financial or otherwise) of the Company or (b) could reasonably be expected to materially adversely affect the ability of the Company to operate or conduct the Business in the manner in which it is currently operated or conducted.

" Mine " means Kulu-Jiegailieke Coppergold Mine located at Chartcarl, Jalalabad, Southwest of Kyrgyz Republic ( 库鲁 - 捷盖列克 铜金矿位于吉尔吉斯共和国西南部的贾拉拉巴德州恰特卡尔区 ).

" Mining License " means collectively (i) the mining license of no. [Au-88-02] issued to the [Company] by [ 吉爾吉斯共和國政府地質和礦 產資源署 ] in respect of [the Mine and (ii) the exploration license of no. Au-137-04 issued to the the Company by [ 吉爾吉斯共和國政府地質和礦 產資源署 ] in respect of the Mine.

" Person " means any individual, partnership, firm, corporation, association, trust, unincorporated organization or Governmental Authority.

" PRC " means the mainland of the People’s Republic of China, which for the purpose of this Agreement does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan.

" Real Property " means real property, together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, and all easements, licenses, rights and appurtenances relating to the foregoing.

" Representative " means, as to any Person, such Person’s affiliates and its or their directors, officers, employees, agents and advisors (including, without limitation, financial advisors, legal counsel and accountants).

“ Social Security Funds ” means, collectively, pension insurance fund, medical insurance fund, unemployment insurance fund, work-related injury insurance fund and maternity insurance fund.

" Tax " or " Taxes " means any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including, without limitation, taxes or other charges or fees on or with respect to income, franchises, mining rights, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, Social Security Funds, workers' compensation, unemployment compensation, or taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes, license, registration and documentation fees, and customs' duties, tariffs, and similar charges.

" Tax Indemnity " means the tax indemnity to be executed by the Seller substantially in the same as set out in Schedule 5 to this Agreement.

" U.S. Dollars” or “US$ " means the official currency of the United States of America.

(b)           Each of the following terms is defined in the Section set forth opposite each term:

SECTION 1.02.   Interpretation .  In this Agreement, unless the context otherwise requires:

(a)                      words importing the singular include the plural and vice versa;

(b)                      words importing a gender include every gender;

(c)                      references to any document (including this Agreement) are references to that document as amended, consolidated, supplemented, novated or replaced from time to time;

(d)                      references to Articles, Sections, Paragraphs, Schedules and Exhibits are references to Articles, Sections, Paragraphs, Schedules and Exhibits to this Agreement unless otherwise indicated;

(e)                      headings used in this Agreement are inserted for convenience only and shall not be considered in the construction of this Agreement;

(f)                      references to any Party to this Agreement include references to its successors and permitted assigns;

(g)                      references to any Law are references to that Law as amended, consolidated, supplemented, re-enacted or replaced from time to time;

(h)                      whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(i)                      the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(j)                      references to a Person include references to its successors and permitted assigns.

(k)                      Schedules to this Agreement shall be deemed to form part of this Agreement

SECTION 2.01.   Sale and Purchase of the Purchased Shares . Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Seller agrees to sell to the Purchaser at the Closing the Sale Shares .  

SECTION 2.01A.   Sale and Purchase of the Sale Loan . Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Seller agrees to sell to the Purchaser at the Closing the Sale Loan.

SECTION 2.02.   Purchase Price .  The purchase price for the Sale Shares and the Sale Loans  shall be 8,200,000 U.S. Dollars (US $8,200,000) (the “ Purchase Price ”)

SECTION 2.03.   Payment of the Purchase Price .

(a)            Within 7 business days from date of signing of this Agreement by all parties hereto, the Purchaser shall pay an initial payment as part payment for the Purchase Price in the amount of US$ 200,000  to the Seller (the “Initial Payment”) (receipt whereof is hereby acknowledged by the Seller); and

(b)           At Closing, the Purchaser shall pay to the Seller an amount equal to US $8,000,000 (the “Second Payment”), which represents the remaining portion of the Purchase Price, by way of telegraphic transfer to such bank account as designated by the Seller.

SECTION 2.04.   Closing .  Subject to the fulfillment of the provision of Article VI and the other terms and conditions of this Agreement, the sale and purchase of the Sale Shares contemplated by this Agreement shall take place at a closing (the " Closing ") to be held at the offices of Cadwalader, Wickersham, & Taft LLP, at 2301 China Center Place Tower 2, 79 Jianguo Road, Beijing 100025, China, on October 31, 2009 at 10:00 a.m. Beijing time or at such other time and place as the Seller and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “ Closing ”)

SECTION 2.05.   Closing Deliveries by the Seller .  At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:

(a)           documents issued by the Company to the Seller, ensuring that the Seller legally owns 100% interest of the Company;

(b)           other opinions, certificates and documents required to be delivered pursuant to Section 6.02;

(c)           such documents duly executed by the Seller as the Purchaser may reasonably requested for effecting and completing the transfer, assignment or otherwise vesting of the legal and beneficial ownership to the Sale Shares to and in the Purchaser;

(d)           certificate of incorporation, common seal, rubber chop, minutes book, register of directors, register of members and transfer and share certificate book and memorandum and articles of association or other equivalent incorporation and constitutional documents of each member of the Group;

(e)           all books of account, records and documents of and relating to each of the member of the Group;

(f)           the title deeds and other books, records and documents of and relating to each Group Company, including without limitation, contracts and policies of insurance, cheque books and the current bank statements up to the date immediately preceding Completion of all relevant accounts;

(g)           resignation letter of the director(s) and/or secretary of each member of the Group in the form and substance satisfaction of the Purchaser executed under seal;

(h)           copy of a board minutes duly certified by the director of the Company approving transfer, assignment or otherwise vesting of the legal and beneficial ownership to the Sale Shares to and in the Purchaser and accepting the resignation by such director and/or secretary as referred to in (g); and

(i)           original of Tax Indemnity duly executed by the Seller.

(i)           original of Deed of Assignment duly executed by the Seller and the Company.

SECTION 2.06.   Closing Deliveries by the Purchaser .  At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller:

(a)           the payment receipt of the Second Payment in accordance with Section 2.03 above; and

(b)           the certificates and other documents required to be delivered pursuant to Section 6.01.

SECTION 2.07.   Acquisition of Rights .  Upon the Closing and as of the Closing Date, the Purchaser shall acquire the Sale Shares and the Sale Loans and all related right, title and interest, free of any Encumbrances.

The Seller and the Company hereby severally and jointly represent and warrant to the Purchaser as of the date hereof and as of the Closing Date as follows:

SECTION 3.01.   Authority to Execute and Perform this Agreement of the Seller .  The Seller is a PRC company, and has all necessary power and authority (a) to enter into this Agreement, (b) to sell the Purchased Shares pursuant to this Agreement, (c) to carry out his obligations hereunder and (d) to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Seller and the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes the legal, valid and binding obligation of the Seller and the Company enforceable against each of the Seller and the Company in accordance with its terms.  Neither the Company, nor the Seller is subject to any bankruptcy, reorganization, insolvency, moratorium, proceeding or other Actions under Law affecting creditors’ rights generally.

SECTION 3.02.   Authority to Execute and Perform this Agreement of the Company .  The Company is  organized and existing under the Laws of the Kyrgyz Republic with good standing , and has all necessary power and authority (a) to enter into this Agreement, (b) to carry out its obligations hereunder and (c) to consummate the transactions contemplated hereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary. This Agreement has been duly executed and delivered by the Seller and the Company, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes the legal, valid and binding obligation of the Seller and the Company enforceable against the Seller and the Company in accordance with its terms.  Neither the Company, nor the Seller is subject to any bankruptcy, reorganization, insolvency, moratorium, proceeding or other Actions under Law affecting creditors’ rights generally.

SECTION 3.03.   No Conflict .  The execution, delivery and performance of this Agreement by the Seller and the Company do not and will not (a) violate, conflict with, or result in the breach of, any provision of the articles of association of the Company, or (b) assuming compliance with the consents and approvals contemplated by Section 3.03, conflict with or violate any Law or Governmental Order applicable to the Company or the Seller or its assets, properties or businesses or (c) constitute a breach of any contracts, agreements or instruments to which either of the Seller or the Company is a party or (d) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of  its assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Company or the Seller is a party or by which any of  its assets are bound or affected.

SECTION 3.04.   Ownership of the Sale Shares and Sale Loans .  The Seller legally and beneficially owns the Sale Shares free and clear of all Encumbrances. The Seller legally and beneficially owns the Sale Loan free and clear of all Encumbrances.

SECTION 3.05.   Good Standing of the Company .   The Company (i) has issued 5000 索姆 shares, (ii) is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary.

SECTION 3.06.   No Undisclosed Liabilities .  Other than the debts, liabilities, Taxes or obligations which has been disclosed in the Disclosure Schedule to the Purchaser, there are no debts, material liabilities, Taxes or obligations of the Company and there are no existing conditions, situations or sets of circumstances which could reasonably be expected to result in such debts, liabilities, Taxes or obligations.

SECTION 3.07.   Litigation and Compliance with the Law .  (a) There are no material Actions by or against the Company, or affecting any of its Assets or the Business, pending before any Governmental Authority (or threatened to be brought by or before any Governmental Authority) or any reasonable basis for such Actions to be commenced or any known facts which may likely give rise to such Actions.  The Seller, the Company, the Assets and the Business are not subject to any Governmental Order (nor are there any such Governmental Orders threatened to be imposed by any Governmental Authority).

(b)           The Company has conducted and continues to conduct the Business in accordance with Law and with the requirements of applicable authorities, including, without limitation, the land and resources administration authorities and environmental protection authorities.  To the knowledge of the Seller, there is no basis for any present or future Action against the Company.

SECTION 3.08.   Licenses and Permits .  The Company has all Governmental licenses, permits, consents, certificates and authorizations, necessary or desirable to carry on the Business.   Such licenses, permits, consents, certificates and authorizations are valid and in full force and effect; the Company is not in default, and no condition exists that with notice or lapse of time, or both would constitute a default, thereunder; and none of such licenses, permits, consent, certificates and authorizations will be terminated or impaired as a result of the transactions contemplated hereby, except for any changes therein as a result of the transactions contemplated hereby.

SECTION 3.09.   Full Disclosure .  (a) To the knowledge of the Seller and the Company, there are no facts pertaining to the Company, the Assets or the Business which could have a Material Adverse Effect and which have not been disclosed in this Agreement and the Disclosure Schedules.

(b)           No representation or warranty of the Seller in this Agreement, nor any statement or certificate furnished or to be furnished to the Purchaser pursuant to this Agreement, or in connection with the transactions contemplated by this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

SECTION 3.10. Binding Force. This Agreement is the only legally binding agreement regarding the transfer of the ownership of shares. Any other agreements in respect of the transfer of the ownership of shares and products has been rescind and terminated.

SECTION 3.11. Further Representations and Warranties. The Seller and the Company jointly and severally warrants and represents to the Purchaser the warranties set out in Schedule 3 to this Agreement.

The Purchaser hereby represents and warrants to the Seller as of the date hereof and as of the Closing as follows:

SECTION 4.01.   Authority to Execute and Perform this Agreement .  The Purchaser is a Corporation duly organized, validly existing and in good standing under the Laws of the British Virgin Islands and has all necessary power and authority (a) to enter into this Agreement, (b) to purchase the Purchased Shares, (c) to carry out its obligations hereunder, and (d) to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by the Purchaser, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser.  This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller and the Company) this Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.

SECTION 4.02.   No Conflict .  The execution, delivery and performance of this Agreement by the Purchaser does not and will not (a) violate, conflict with or result in the breach of, any provision of the Memorandum and Articles of Association (or similar organizational documents) of the Purchaser or (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser or any of its assets, properties or businesses or (c) constitute a breach of any other contracts, agreements or instruments to which the Purchaser is a party or (d) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of its assets pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser is a party or by which any of its assets are bound or affected.

SECTION 4.03.   Financing .  The Purchaser has, and at the Closing will have, available to it cash or other investments or available sources of credit to enable it to consummate the purchase of the Purchased Shares on the terms and conditions set forth herein.

SECTION 5.01.   Contracts and Agreements .  The Seller and the Company covenant and agree that from the date hereof to the Closing Date and thereafter, none of the contracts, agreements or arrangements between the Company, or any Affiliate of the Company and any third Person for the benefit of the Company shall be affected by the transactions contemplated by this Agreement; the Seller shall not, nor shall he cause any other Person to, take any action, in any manner, to amend, terminate or cancel any of such contracts, agreements or arrangements.

SECTION 5.02.   No Impairment .  The Seller and the Purchaser shall not knowingly engage in any practice, take any action, fail to take any action or enter into any transaction which could cause any of their representations or warranties to be untrue or result in a breach of any covenant made by them in this Agreement.

SECTION 5.03.   Obligations of the Seller, the Company and the Purchaser .  (a) As soon as is practicable following the execution of this Agreement, each parties shall obtain all required approvals and consents of, and effect filings with, the Governmental Authorities for  the sale and purchase of Sale Shares and the Sale Loan contemplated hereby.

(c)           If, after the execution of this Agreement and prior to the Closing Date, any event shall occur or any matter shall arise of which the Seller or the Company becomes aware and which results or is likely to result in any of the representations and warranties of the Seller and the Company contained herein being untrue or inaccurate in any material respect as at the Closing Date, or which otherwise materially affects the Assets, liabilities, Business, financial condition, operations, results of operations, customer or supplier relations, employee relations of the Company, the Seller and the Company shall notify the Purchaser in writing thereof as soon as practicable after becoming aware of such event or matter and the Seller shall (at their own cost) make any investigation of the event or matter which the Purchaser may reasonably require.

SECTION 5.04.   Access to Information .  From the date hereof until the Closing, upon reasonable notice, the Seller shall and shall cause each of the representatives of the Seller and of the Company to: (i) afford the representatives of the Purchaser full access, during normal business hours, to the offices, properties, plants, other facilities, books and records ， tax returns, notices and other correspondences with any tax authorities of the Company and to the representatives of the Seller and the Company who have any knowledge relating to the Seller or the Business or Assets and (ii) furnish to the representatives of the Purchaser all current detailed monthly financial statements and such additional financial and operating data and other information regarding the Business, the Assets, properties, liabilities and goodwill of the Company as the Purchaser may from time to time reasonably request.

SECTION 5.05.   Confidentiality .  (a) The existence and contents of this Agreement, any negotiations and documents related thereto or to the Acquisition, and any information disclosed by either Party to the other Party under this Agreement shall be treated as confidential information and none of the Parties shall disclose such information to any third Person, except to the extent that such information (i) is or, through no fault of a Party or its representatives, becomes public information, (ii) is already known to a Party or its representatives before the same is disclosed to it hereunder, (iii) is required to be disclosed by applicable  Law, or (iv) is agreed in advance in writing to be disclosed by the Parties.

SECTION 5.06.   Further Action .  The Seller, the Company and the Purchaser shall execute and deliver such documents and other papers and take such further actions as may reasonably be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

SECTION 5.07.  Conduct Pending Closing.  The Seller and the Company undertakes to the Purchaser that pending Closing, each of them shall not and share procure no member of the Group to carry on any of the actions set out in Schedule 4 to this Agreement without prior written consent of the Purchaser.

SECTION 6.01. Conditions to Obligations of the Seller and the Company .  The obligations of the Seller and the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, unless otherwise waived by the Seller and the Company:

(a)            Representations and Warranties of the Purchaser .  The representations and warranties of the Purchaser contained in this Agreement shall have been true and correct in all material respects as of the Closing, with the same force and effect as if made as of the Closing, and the Seller shall have received a certificate of the Purchaser to such effect signed by a duly authorized officer thereof;

(b)            Resolutions of the Purchaser .  The Purchaser shall have delivered to the Seller a true copy, certified by a director or the company secretary or assistant secretary or an equivalent officer of the Purchaser, of the resolutions duly and validly adopted by the board of directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

SECTION 6.02.   Conditions to Obligations of the Purchaser .  The obligation of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, unless otherwise waived by the Purchaser:

(a)            Representations and Warranties of the Seller and the Company .  (i) The representations and warranties of the Seller and the Company contained in this Agreement shall have been true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of the Closing with the same force and effect as if made as of the Closing, other than such representations and warranties as are made as of another date; the covenants and agreements contained in this Agreement to be complied with by the Seller and the Company on or before the Closing shall have been complied with in all material respects, and the Purchaser shall have received a certificate from the Seller to such effect signed by the Seller and the Company a duly authorized officer of the Company;

(b)            No Proceeding or Litigation .  No Action shall have been commenced or threatened by or before any Governmental Authority or non-governmental Authority against the Seller, or the Company seeking to restrain or materially adversely alter the transactions contemplated hereby which, in the reasonable, good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions contemplated hereby or which could reasonably be expected to have a Material Adverse Effect; provided , however , that the provisions of this Section 6.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;

(c)            Resolutions of the Seller .  The Seller shall have delivered to the Purchaser a true copy, certified by directors of the Seller, of the resolutions duly and validly adopted by the shareholders’ meeting evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(d)           Regulatory approval.  The obtaining of all such necessary approval, consents, permission, registration, filings from the government departments, authorities or agencies and/or registries in relation to the transaction contemplated under this Agreement to the satisfaction of the Purchaser;

(e)           Due Diligence.  the Purchaser being satisfied with the results of the due diligence review to be conducted on the business, operation, assets and liabilities of each member of the Group.

(f)           Simultaneous Closing.  the Purchaser shall not be required to purchase any of the Sale Shares or Sale Loan unless closing for the Sale Shares and Sale Loan take place simultaneously.

SECTION 6.03.   Covenants by the Seller and the Company .  Each of the Seller and the Company agrees and undertakes to the Purchaser that each of them