Exhibit
2.5
Equity Transfer
Agreement
Transferor
(hereinafter referred to as “Party A”): Hunan Zhaoheng
Hydropower Co., Ltd.
Address:
Dianzhan Road, Chujiang Town, Shimen County, Hunan Province,
PRC
Legal
Representative: Hong Zhu
Title: Chairman
of the Board
Transferee
(hereinafter referred to as “Party B”): Shenzhen
Zhaoheng Hydropower Co., Ltd.
Address: F/19,
Unit A, Jinfengcheng Building, 5015 Shennan East Road, Shenzhen,
PRC
Legal
Representative: Guosheng Xu
Title: Chairman
of the Board
In accordance
with the relevant PRC laws and regulations and adhering to the
principles of voluntariness, fairness and good faith, Party A and
Party B sign this Equity Transfer Agreement (this
“Agreement”).
Jingrong
Industrial Development Co., Ltd. in Rongjiang County, Guizhou
Province (hereinafter referred to as “Jingrong”) was
founded on January 24, 2002. As of the signing date of this
Agreement, the registered capital of Jingrong was RMB1 million, the
total amount of which was contributed by Party A.
1. The Equity
Transferred
Party A agrees
to sell, and Party B agrees to purchase from Party A, 100% equity
interest in Jingrong, which is equivalent to RMB1 million (the
“Equity Transfer”).
2. Sales Price
and Payment Terms
2.1: The price
of this Equity Transfer is RMB17,410,458.7, which is the net book
value of Jingrong on December 31, 2008 audited by Chinese Certified
Public Auditor (the “total amount”).
2.2: Party A
and Party B agree that within three working days from the date that
this Agreement becomes effective, Party B shall pay Party A 20% of
the total amount as deposit. The deposit shall be offset against
the total amount after Party A and Party B fulfill their
obligations under this Agreement. If this Agreement is not
fulfilled due to Party B’s default, Party B is not entitled
to claim a refund of the deposit. If this Agreement is not
fulfilled due to Party A’s default, Party A shall refund
twice the amount of the deposit.
2.3: Party B
shall pay Party A the balance of the total amount within fifteen
working days from the date the registration of the Equity Transfer
with the Administration for Industry and Commerce is completed to
the bank account designated by Party A.
Account Name:
Hunan Zhaoheng Hydropower Co., Ltd
Bank Name:
Industrial & Commercial Bank of China, Shimen County Branch in
Hunan
Account Number:
1908073209024528686
3. Rights and
Obligations of Both Parties
3.1: Once Party
A receives the deposit from Party B, Party A and Party B shall
amend the sh
