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Exhibit 10.1
EQUITY TRANSFER
AGREEMENT
Party C: Lanzhou Sufa Technology
Co., Ltd.
Party D: Henan Tonghai Fluid
Equipment Co., Ltd.
Whereas upon friendly consultation,
Party A, B and C agree to sell all of their equity ownership in
Yangzhou Rock Valve Lock Technology Co., Ltd. (“Yangzhou
Rock”) to Party D. The parties hereby reach the following
agreement (the “Agreement”) on August 14,
2009:
Section 1. Transfer Price and Method
of Payment
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Party A, B and C agree to sell all
of their equity ownership in Yangzhou Rock to Party D for a
consideration of RMB 49,500,000 (approximately $7.3 million) (the
“Purchase Price”).
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The payment shall be made within one
month after the execution of the Agreement by the
parties.
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Section 2. Representations and
Warranties
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Party A, B and C represent that they
are the legal owners of the equity in Yangzhou Rock and that they
have complete disposition right of the equity they own. They
further represent that the equity is not subject to any collateral,
pledge, lien or any third party claims. Party A, B and C will take
all responsibilities arising out of any claims if the
representations are not accurate.
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As the legal representative of
Yangzhou Rock, Party A represents that Yangzhou Rock is not or has
not been the subject of any action, claim, arbitration or mediation
or any judicial or administrative proceedings. Party A will take
all responsibilities arising out of any claims if th
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