Exhibit 10.1
Wenshan Huayi Energy Co.,
Ltd.
Equity Transfer
Agreement
(this
“Agreement”)
Transferor
(Party A): Wenshan Malipo Zijin Tungsten Group Co., Ltd.
Address: Zijin
Tungsten Group Co., Ltd., Nanfeng Village, Malipo County, Wenshan
State, Yunnan Province
Legal
Representative: Qinquan Lin; Title: Vice Chairman of Board and
General Manager
Transferee
(Party B): Shenzhen Zhaoheng Hydropower Co., Ltd.
Address: F/19,
Unit A, JinFengCheng Building, No.5015 Shennan Rd., Shenzhen PRC
518015
Legal
Representative: Guosheng Xu; Title: Chairman of Board
Party A is one
of the shareholders of Wenshan Huayi Energy Co., Ltd.
(“Huayi”), a company with limited liabilities duly
incorporated in accordance with PRC laws and regulations. Huayi,
with a registered capital of RMB60 million, is engaged in the
operation and development of hydropower stations and owns
2×20MW Mangun Cascade V station in Malipo county of Yunnan
Province. Currently, Huayi is owned by four shareholders, including
Yunnan Hualian Xinyin Co., Ltd, which contributed RMB27.6 million
to the registered capital and owns 46% equity interests of Huayi,
Party A, which contributed RMB13.2 million to the registered
capital and owns 22% equity interests of Huayi, Malipo Electric
Co., Ltd, which contributed RMB10.2 million to the registered
capital and owns 17% equity interests of Huayi, and Xuezhang Wang
from Wenshan State Design Institute of Water Conservancy &
Hydro-Electric Power contributed RMB9 million to the registered
capital and owns 15% equity interests of
Huayi.
After approved
in Huayi’s shareholders meeting, Party A agreed to sell and
Party B agreed to purchase 22% equity interests in Huayi held by
Party A (the “Equity”).
Under the
principals of fairness, honesty, equality and mutual benefits, and
after amicable negotiations, Party A and Party B agree on the
following terms regarding the rights and obligations of Equity
transfer.
1: Party A
guarantees that it duly owns 22% equity interests in Huayi and has
given over the full contribution to the registered capital. Party A
further guarantees that it has legitimate right to dispose the
Equity, and during the term of ownership, Party A has never
disposed the Equity, including but not limited to equity transfer,
pledge, debt liquidation, or guarantee by using the Equity as
security.
2: Consideration and Mode of
Payment
2.1: Party A
and Party B agree that the base day for the Equity transfer is May
31, 2009. The consideration for the Equity transfer is RMB19.8
million.
2.2: Party A
and Party B agree that within three business days after signing of
this Agreement, Party B shall pay Party A RMB5 million
as deposit, which shall be set off against the consideration after
duly performance of this Agreement. On the next day after signing
of this Agreement, Party A and Party B shall register the Equity
transfer with the Administration for Industry and
Commerce.
2.3: Party A
and Party B agree that, within three business days after
registering the Equity transfer with the Administration for
Industry and Commerce, Party B shall pay Party A the outstanding
consideration, RMB14.8 million. Party A shall provide Party B with
legitimate invoice when it receives payment from Party B. The
designated bank account of Party A is as follows.
