The Agreement Related to Share Acquisition of Weihai Hengda Electric Motor (Group) Co. Ltd. and Asset Purchase of Wendeng Second Electric Motor Factory

Exhibit
        10.1
 
The
        Agreement Related to
Share
        Acquisition of Weihai Hengda Electric Motor (Group) Co. Ltd.
and
        
Asset
        Purchase of Wendeng Second Electric Motor Factory
 
This
        agreement is entered into by and between the following parties as of March
        27,
        2008:
 
              Party
                  A:

              (1)
                  Wendeng Second Electric Motor Factory, with
                  its residential address at South Zhangjiachan Village, Zhangjiachan
                  Town,
                  Wendeng County and its legal representative is Liu Wanfeng;
 
(2)
                  The Committee of Labor Union of Wendeng Second Electric Motor Factory,
                  with
                  its residential address at South Zhangjiachan Village, Zhangjiachan
                  Town,
                  Wendeng County and its legal representative is Liu Wanfeng;
 
(3)
                  The People’s Government of Zhangjiachan Town, Wendeng County,
                  with its residential address at ▇▇.▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
                  ▇▇▇▇▇▇▇▇,
                  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the person in charge is ▇▇▇ Taidong;
                  
(The
                  above parties shall
                  be referred to herein collectively as the Party A)
and

              Party
                  B:

              Harbin
                  Tech Full Electric Co. Ltd., with
                  its residential address at No.9 Ha Ping Xi Lu, Ha Ping Lu ▇▇ ▇▇▇▇▇
                  Qu,
                  ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇ and its legal representative is Yang
                  Tianfu.

WHEREAS
 
              1

              Party
                  A and Party B are both legal person duly incorporated and validly
                  existing
                  according to PRC laws;

              2

              Party
                  A is a legitimate shareholder and governing authority of Weihai
                  Hengda
                  Electric Motor (Group) Co. Ltd. (“Hengda
                  Electric Motor”),
                  of which Wendeng Second Electric Motor Factory (“Wendeng
                  Second Electric Motor”)
                  holds 97.15% shares and the Committee of Labor Union of Wendeng
                  Second
                  Electric Motor Factory (“Labor
                  Union”)
                  holds 2.85% shares;

1

              3

              Hengda
                  Electric Motor is located at ▇▇.▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
                  ▇▇▇▇▇▇▇
                  ▇▇▇▇▇▇, with its registered capital as well as the contributed
                  capital at
                  RMB 32,940,000. Its business scope covers: manufacturing electrical
                  motors, mold, gear reduction asynchronous electric
                  motor,
                  speed control motor, hydraulic coupler, electronic devices, fiber
                  reinforced plastic product, capacitor, cable and wire; exporting
                  self-produced products and techniques; importing raw material,
                  accessory,
                  instrument, equipment, fittings, and techniques needed by Hengda
                  Electric
                  Motor for its production and research (except the merchandise and
                  techniques which are restricted from operation or forbidden from
                  importing
                  and exporting by PRC); processing with imported materials; processing
                  with
                  materials or given samples, assembling supplied components;
                  
              4

              Party
                  A will transfer to Party B the 100% shares of Hengda Electric Motor
                  held
                  by it, and Party B will acquire such transfer;
                  and

              5

              Wendeng
                  Second Electric Motor will sell to Party B all of the assets it
                  owns, and
                  Party B will purchase such assets.

NOW,
        THEREFORE, regarding to transfer of the shares of Hengda Electrical Motor
        and
        all assets of Wendeng Second Electrical Motor, the following agreement is
        reached by the Parties through equal negotiation as follow:
 
Article
        1 Transfer
        of Shares and Assets
 
Party
        A
        agrees to transfer to Party B the 100% shares of Hengda Electric Motor held
        by
        it and all the assets of
        Wendeng Second Electrical Motor (“Acquisition
        Assets”).
 
              1.1

              Wendeng
                  Second Electric Motor and Labor Union respectively gives up the
                  preemption
                  right on shares of Hengda Electric Motor for each
                  other.

              1.2

              As
                  of the transfer of shares of Hengda Electric Motor, Hengda Electrical
                  Motor shall duly own or hold the assets, rights and interests including
                  but not limited to:

              (1)

              The
                  right to use the assigned state-owned lands, as recorded in No.
                  Wenguoyong
                  [2005] 150009, No. Wenguoyong [2006] 150006, No. Wenguoyong [2005]
                  150020,
                  No. Wenguoyong [2005] 150016 certificates for the use of state-owned
                  land,
                  and the above-ground buildings located
                  thereon;

2

              (2)

              Registered
                  trademark with registration numbers as No. 623984 and No.
                  3224410.

              1.3

              Consideration
                  of Acquisition Assets

In
        principle, the price of Acquisition Assets shall be no higher than either
        (1)
        ten (10) times the total net profit that Hengda Electric Motor and Wendeng
        Second Electric Motor generated in the last consecutive 12 months prior to
        March
        31, 2008 (March 2008 included); or (2) the value appraised by a third party
        evaluation agent agreed by both parties in consideration for the purchase
        of the
        Hengda Electric Motor shares and the asset purchase from Wendeng Second Electric
        Motor. 
 
Article
        2 Collateral
        Liabilities of Party A
 
              2.1

              After
                  the transfer of Acquisition Assets, Party A shall guarantee
                  Party B the completion of the procedures of obtaining the use right
                  of
                  assigned lands within the territory of Hengda Electric Motor, of
                  which
                  such procedures are still ongoing.

              2.2

              Party
                  A shall be responsible to Party B for the debts, contingent debts
                  and any
                  claims or liabilities relating to Hengda Electric Motor or Wendeng
                  Second
                  Electric Motor, if they are not disclosed in the formal acquisition
                  agreement, 

Article
        3 
        Non-competition
 
After
        the
        completion of the transfer of Acquisition Assets, neither Party A nor
any
        economic organization controlled by Party A, directly of indirectly, shall
        engage in any business which is same with or similar to and/or in competition
        with the business engaged by Hengda Electrical Motor, including but not limited
        to the producing and sale of electric motor, mold, gear reduction asynchronous
        electric
        motor,
        speed
        control motor, hydraulic coupler, electronic devices, fiber reinforced plastic
        product, capacitor, cable and wire.
 
Article
        4 Time
        Schedule of the Transfer
 
Party
        A
        shall offer Party B a quotation price of Acquisition Assets within 20 days
        since
        the execution date of this agreement.
 
Both
        parties
        shall finish all the legal procedures of the transfer of Acquisition Assets
        (including but not limited to the registration of share transfer of Hengda
        Electric Motor with the competent Industrial and Commercial Bureau) within
        90
        days since the execution date of this agreement.
 
3

Article
        5 Deposit
 
Party
        B
        shall pay Party A RMB 5,000,000 as deposit within 7 working days since the
        execution date of this agreement. Wendeng
        Second Electric Motor and Labor Union mutually agree that Party B shall make
        the
        payment to the bank account as set forth below:
 
Account
        Name: The People’s Government of Zhangjiachan Township, Wendeng
        County
 
Account
        Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
 
Opening
        Bank: Dongcheng Office Wendeng Branch of the Agricultural Bank of
        China
 
Party
        A
        shall return the double amount of the deposit to Party B, if Party A breaches
        this agreement which leads to the failure of finishing all the legal procedures
        regarding the transfer of Acquisition Assets within 90 days since the execution
        date of this agreement. 
 
Party
        B
        shall not be entitled to claim refund of the deposit, if Party B breaches
        this
        agreement which leads to the failure of finishing all the legal procedures
        regarding the transfer of Acquisition Assets within 90 days since the execution
        date of this agreement.
 
Article
        6 Undertaking
        of Responsibility by Party A
 
Party
        A
        agrees that RMB 5,000,000
        (approximately US$ 712,962), as part of the consideration of Acquisition
        Assets,
        shall be paid by Party B within 2 years since the completion of all the legal
        procedures including the registration of share transfer of Hengda Electric
        Motor
        with the competent Industrial and Commercial Bureau, during which with respect
        to the issues under Article 2 of this agreement, if any losses suffered by
        Hengda Electric Motor and/or Party B caused by Party A, Hengda Electric Motor
        and/or Party B is/are entitled to the compensation directly from the RMB
        5,000,000 reserved.
 
4

Article
        7 
 
Any
        matters
        not mentioned herein or any subsequent matters shall be otherwise negotiated
        and
        made in written supplementary agreement by both Parties.
 
Article
        8 Miscellaneous
 
              8.1

              This
                  agreement is written in the Chinese language, and is effective
                  as of the
                  date executed by both parties.

              8.2

              The
                  official text is in four copies with equal weight, one copy for
                  each
                  party.

IN
        WITNESS WHEREOF, the duly authorized representatives of the Parties have
        executed this agreement on the date first above mentioned
 
(No
        text
        below)
 
5

(Signature
        Page of
        the
        Agreement Related to Share Acquisition of Weihai Hengda Electric Motor (Group)
        Co. Ltd. and Asset Purchase of Wendeng Second Electric Motor
        Factory)
 
Party
        A:
        Wendeng Second Electric Motor Factory
 
Authorized
        representative:
 
Party
        A:
        The Committee of Labor Union of Wendeng Second Electric Motor
        Factory
 
Authorized
        representative:
 
Party
        A:
        The People’s Government of Zhangjiachan Town, Wendeng County
 
Authorized
        representative: 
 
Party
        B:
        Harbin Tech Full Electric Co. Ltd.
 
Authorized
        representative: 
 
6

The Agreement Related to Share Acquisition of Weihai Hengda Electric Motor (Group) Co. Ltd. and Asset Purchase of Wendeng Second Electric Motor Factory

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Table of Contents

Party A:	(1) Wendeng Second Electric Motor Factory, with its residential address at South Zhangjiachan Village, Zhangjiachan Town, Wendeng County and its legal representative is Liu Wanfeng; (2) The Committee of Labor Union of Wendeng Second Electric Motor Factory, with its residential address at South Zhangjiachan Village, Zhangjiachan Town, Wendeng County and its legal representative is Liu Wanfeng; (3) The People’s Government of Zhangjiachan Town, Wendeng County, with its residential address at ▇▇.▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and the person in charge is ▇▇▇ Taidong; (The above parties shall be referred to herein collectively as the Party A) and

Party B:	Harbin Tech Full Electric Co. Ltd., with its residential address at No.9 Ha Ping Xi Lu, Ha Ping Lu ▇▇ ▇▇▇▇▇ Qu, ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇ and its legal representative is Yang Tianfu.