ASSIGNMENT AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF SUDAN among LU BENZHAO (Seller A) and LU TINGLAN (Seller B) and MAANSHAN GLOBAL MINING RESOURCES LIMITED (Assignor) and CHINA GLOBAL MINING RESOURCES LIMITED LIMITED (Assignee) and CHINA...
EXHIBIT
10.1
Supplement
and Amendment For Sudan
ASSIGNMENT
AND AMENDMENT AGREEMENT ON THE EQUITY TRANSFER OF SUDAN
among
LU
BENZHAO
(Seller
A)
and
▇▇
▇▇▇▇▇▇▇
(Seller
B)
and
MAANSHAN
GLOBAL MINING RESOURCES LIMITED (Assignor)
and
CHINA
GLOBAL MINING RESOURCES LIMITED LIMITED (Assignee)
and
CHINA
GLOBAL MINING RESOURCES LIMITED LIMITED (BVI)
Oct
29ô
2008
Shanghai,
the People's Republic of China
Supplement
and Amendment For Sudan
TABLE
OF CONTENTS
|
ARTICLE
1. ASSIGNMENT
|
3
|
|
ARTICLE
2. AMENDMENT TO THE RELEVANT AGREEMENTS
|
3
|
|
ARTICLE
3 EFFECT
|
4
|
1
Supplement
and Amendment For Sudan
THIS
ASSIGNMENT AND AMENDMENT AGREEMENT
(“Agreement”)
is
executed on Oct
29,
2008
in
Shanghai, the People’s Republic of China (“China” or “PRC”)
by and
between:
| (1) |
Maanshan
Global Mining Resources Ltd.,
a
limited liability company duly incorporated and validly existing
pursuant
to the laws of the PRC, having its legal address at ▇▇. ▇, ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ Economic and Technology Development Zone (hereafter
referred to as the "Assignor");
|
| (2) |
China
Global Mining Resources Limited,
a
limited liability company duly incorporated and validly existing
pursuant
to the laws of Hong Kong ("CGMR HK"), having its legal address at
41st
Floor Bank of China Tower, ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (hereafter
referred to as the "Assignee");
|
| (3) |
▇▇.
▇▇ Benzhao,
a
PRC citizen, residing now at ▇▇. ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
District, Maanshan Municipality, Anhui Province and his ID number
is
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as the "Seller
A");
and
|
| (4) |
▇▇.
▇▇ ▇▇▇▇▇▇▇,
a
PRC citizen, residing now at ▇▇. ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
District, Maanshan Municipality, Anhui Province, and her ID number
is
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "Seller
B").
|
| (5) |
China
Global Mining Resources Limited,
a
limited liability company duly incorporated and validly existing
pursuant
to the laws of the British Virgin Islands ("CGMR
BVI"),
having its legal address at P.O. Box 957, Offshore Incorporations
Centre,
Road Town, Tortola, British Virgin
Islands.
|
For
the
purpose of this Agreement, Seller A and Seller B are collectively referred
to as
the "Sellers"; the Assignor, Assignee, CGMR BVI and the Sellers are referred
to
individually
as a “Party”
and
collectively as the “Parties”.
WHEREAS:
| (A) |
The
Assignor and the Sellers have entered into Equity Transfer Agreements
("ETAs" and "ETA for XNS" and "ETA for Sudan" respectively) regarding
the
transfer of equity interest in Maanshan Xiaonanshan Mining Co., Ltd
("XNS") and in Nanjing Sudan Mining Co., Ltd. ("Sudan") dated August
11th,
2008, and;
|
| (B) |
CGMR
BVI and the Seller A have entered into a Consulting Agreement dated
August
11th, 2008 ("Consulting Agreement", together with the ETAs as "Relevant
Agreements"); and
|
| (C) |
Terms
used herein shall, unless defined or redefined under this Agreement,
have
the same meanings as defined in the Relevant
Agreements.
|
2
Supplement
and Amendment For Sudan
NOW,
THEREFORE,
after
friendly consultations conducted in accordance with the principles of equality
and mutual benefit, the Parties hereby enter into this Agreement:
ARTICLE
1. Assignment
|
1.1
|
Assignment
of ETA for Sudan
|
|
1.1.1
|
According
to the Article 13.9 of the ETA for Sudan, Assignor hereby assigns
the ETA
for Sudan to the Assignee, including any and all the interests,
obligations and liabilities under the ETA for Sudan. ("Assignment").
|
|
1.1.2
|
After
the Assignment, Assignee replaces Assignor to be the Purchaser in
the ETA
for Sudan, and enjoys all the interest and bears all the obligations
under
ETA for Sudan. Assignor's any obligation or liability under or related
to
ETA for Sudan is released.
|
|
1.1.3
|
The
Sellers are notified and agree with the Assignment and raise and
will
raise no objection or disagreement toward such
Assignment.
|
ARTICLE
2.
amendment to the relevant agreements
|
2.1
|
Consideration
of the Transfer of Equity and
Payment
|
| 2.1.1 |
The
consideration for the transfer of equity in Sudan shall be based
upon the
appraisal on the value of the Equity issued by a asset appraisal
firm, and
shall be RMB 160 million in cash or the equivalent USD in cash
("Purchase
Price for Sudan").
The exchange rate between USD and RMB shall be the middle rate issued
by
the People's Bank of China on the date of the Aug 11, 2008.
|
| 2.1.2 |
▇▇▇
▇▇ million of the Purchase Price or equivalent USD for Sudan will
be paid
to the Escrow Account within China jointly appointed by the Assignee
and
Sellers 3 days before the Closing of the equity transfer. The rest
RMB120
million of the Purchase Price for Sudan or equivalent USD shall be
paid by
the Assignee to the Sellers directly within 90 days after the Closing
date
with all efforts by the Assignee to pay. However, in any case the
payment
of the 120 million of the Purchase Price for Sudan is delayed, the
due
date of the payment can be extended to 150 days after the Closing
date,
and an interest rate of 8% shall be paid for the unpaid amount for
the
actual overdue dates by the Assignee to the Sellers together with
the
payment of 120 million Purchase Price. However, notwithstanding the
above,
the reimbursement amount as stipulated in the Article 2.3 of ETA
for Sudan
and the unpaid amount as of the Closing Date as stipulated in the
Relevant
Agreements shall be paid based on the available
cash.
|
3
| 2.2 |
Condition
Precedent to the ETA for
Sudan
|
Supplement
and Amendment For Sudan
| 2.2.1 |
Article
3.2(i) in the ETA for are no longer applicable, and the other condition
precedent in the ETA for Sudan remains
unchanged.
|
ARTICLE
3
EFFECT
|
3.1
|
This
Agreement and the ETA for Sudan shall be effective right after the
approval by examination and approval authority.
|
|
3.2
|
Except
the supplement and amendment in this Agreement, the other provisions
and
conditions set in ETA for Sudan remains unchanged, and shall be respected
and performed by the Purchaser and the
Sellers.
|
|
3.3
|
Any
conflict between this Agreement and the ETA for Sudan, this Agreement
shall prevail.
|
4
IN
WITNESS THEREOF,
the
Parties have caused this Agreement to be executed on the date as set forth
above
by their duly authorized representatives.
|
ASSIGNOR
|
|
Maanshan
Global Mining Resources Ltd.
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
|
|
NameæWilliam
▇. ▇▇▇▇▇
|
|
Titleæ
|
|
ASSIGNEE
|
|
China
Global Resources Limited (HK)
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
|
|
Nameæ
|
|
TitleæCEO
|
|
Seller
A
|
|
▇▇.
▇▇ Benzhao
/s/
Lu Benzhao
|
|
Seller
B
|
|
▇▇▇.
▇▇
▇▇▇▇▇▇▇
/s/
▇▇ ▇▇▇▇▇▇▇
|
|
CGMR
BVI
|
|
China
Global Resources Limited (BVI)
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
|
|
Nameæ
|
|
TitleæCEO
|
5