China Gengsheng Minerals Inc.: Exhibit 99.1 - Prepared by TNT Filings
Inc.




  




EQUITY TRANSFER AGREEMENT 


(English Translation) 

This Equity Transfer Agreement (the "Agreement")
is entered into by and among the following parties on June 12, 2008 at Kaili
City, Guizhou Province of China: 


Transferors: 


(1) Huizong Zhang (hereinafter referred to as "Transferor");


      Address: No. 164, Zhanghangou Huilong Village
Mihe Town Gongyi City, Henan Province. 

      ID: 410124196808250011 

(2) Yuanwei Zhang (hereinafter referred to as "Transferor")
; 

      Address: No. 95 Xingzheng Road Mihe Town Gongyi
City, Henan Province. 

      ID: 41018119530103514 

(3) Shuqin Yu (hereinafter referred to as "Transferor");


      Address: No. 164, Zhanghangou Huilong Village
Mihe Town Gongyi City, Henan Province. 

      ID: 410181196901010108 

The above three transferors are hereinafter collectively
referred to as the "Transferors". 


Transferee (the "Transferee"): 


Henan GengSheng Refractories Co., Ltd. 

Address: No. 88 Gengsheng Road Dayugou Town Gongyi City, Henan Province. 


The Transferors and the Transferee are hereinafter referred to
as the "Party" respectively and the "Parties" collectively. 



WHEREAS 

The Transferors are the shareholders of Xin Yu
Abrasive Limited (the "Xin Yu"), collectively holding 100 % shares of the Xin Yu
(the "Shares"), among which 56.8% equity held by Huizong Zhang, 26.6%equity held
by Yuanwei Zhang, and 16.6% equity held by Shuqin Yu respectively. 


WHEREAS 

The Transferors agree to transfer all the equities they hold
to the Transferee. 


NOW, THEREFORE, the Parties hereby
agree to enforce the Agreement as follows based on the principle of good faith
and mutual benefit: 


Article 1 Share Transfer


1.1 As per stipulations in this Agreement, the Transferor, as
the owner of all shares of the Xin Yu, shall transfer such Shares to the
Transferee (the "Transfer"). 

1.2 After the Transfer, the Transferee will own 100% shares of
the Xin Yu and becomes the sole shareholder of the Xin Yu. 


Article 2 Transfer Price and Payment 



2.1 The Parties agree that the total value of
this Transfer is RMB6,000,000 (approximately US$869,565), among which
RMB3,408,000 (approximately US$493,913) to be transferred to Huizong Zhang, RMB
1,596,000 (approximately US$231,304) to be transferred to Yuanwei Zhang, and RMB
996,000 (approximately US$144,347) to be transferred to Shuqin Yu respectively.


2.2 The Parties agree to pay the value of the Transfer as
follows: 

(1) Upon the execution of this Agreement, the
Transferee will pay RMB 5,400,000 (approximately US$782,608) to the Transferors
to commence the transfer procedure then the management team of Transferee shall
start to operate the Xin Yu. 




(2) The Transferee will repay the balance of RMB 600,000
(approximately US$86,957) to the Transferors within 30 days after completing the
transfer registration with Commerce Department. 

2.3 The Transferors shall provide the receipts to the Transferee after
receiving the payment. 


Article 3 Transfer Procedure 


3.1 Upon the execution of this Agreement, the Transferors
will transfer all the related documents including original business certificate,
tax registration certificate, corporate code, corporate seals, financial
approval stamp, contract seal, and all the approved documents from government
and contracts upon the establishment of company. The procedures of the Transfer
shall be agreed by the Parties in written. The date of completion of all the
paperwork transfer is the date of the Transfer. 

3.2 Upon the execution of this Agreement and the completion
of the Transfer, the Transferee shall be responsible for all the procedures of
registration of ownership transfer and the Transferors shall provide all needed
assistance. 

3.3 The closing date of this Transfer is the date of the registration of
ownership to be approved by the Commerce Department. 


Article 4 Assets Disposal & Price of Equity Transfer 



4.1 The Xin Yu shall manage its assets prior to the Transfer as follows: 

(1) The Xin Yu shall continue to have rights of use for all
the tangible and intangible assets it owned before the Transfer including
smelting and abrasive production lines. The Transferee will possess the
ownership and the price of Transfer will be concluded under Article 2 in this
Agreement. 

(2) The Transferors will enjoy all the rights and interests
of the raw materials, semi-finished products, finished products and tools and
parts listed on the book prior to the Transfer. The Parties shall negotiate the
price of the Transfer if the Xin Yu will continue to have rights of use (the
Transferee own the ownership of assets) for the above assets after the Transfer.
The value of parts and tools are evaluated based on their book value; the prices
of other assets will be further negotiated and concluded by the Parties. 

(3) The Parties shall discuss how to dispose other assets on the book prior
to the Transfer. 

(4) The rights and benefits, credits and debits the Xin Yu
have will be all transferred to the Transferee upon the completion of transfer.
Prior to transaction, the Transferors will enjoy related benefits and rights and
be responsible for all the creditor’s rights and debts belonging to the Xin Yu.
The transferors shall be responsible for the previous unresolved debts,
including but not limited to unpaid tax, the obligation incurred from guarantees
for their party, existing law suit, arbitration, potential law suit and
arbitration, and other existing or potential payable items or potential rights
restriction, and the duty and obligations occurred after the transfer. The
Transferors shall communicate one and the others to fulfill obligation or re-pay
the debt. The Transferee shall be legible to recover the debts to be re-paid
legally by the Transferee due to legal requirement. 

(5) All the assets and debits related to Xin Yu prior to the
transfer but to be owned by the Transferors after the transfer (neither the Xin
Yu has rights of use nor the Transferee has the ownership either) will be
legally transferred to the Transferors at the price of RMB 1 from the Xin Yu.



Article 5 Tax Payment 

Each Party shall be responsible for all the tax levied from the Transfer
respectively. 


Article 6 Personnel Management 

The employees of Xin Yu shall be fully devoted to work as
usual and maintain the normal operation after the Transfer. The Transferee shall
guarantee to at least offer the same salary, employee benefits and welfares to
be provided by the Xin Yu. 




Article 7 Warrants 

7.1 From the Transferors 

(1) The Transferor hereby warrant that they have the rights
under the laws of the People’s Republic of China to own, use, enjoy the benefits
of and dispose of the equity will not be restricted by any law or any contract’s
obligations to prevent the Transfer agreed in this Agreement. 

(2) Upon the execution of this Agreement, the legality,
effectiveness, and obligation are considered to be established. 

(3) The Transferors hereby warrant that the equity to be
transferred and the assets of the Xin Yu to be disclosed to the Transferee are
legally owned by them without existing issues regarding pledge, guarantee,
freezing of assets or the rights involved with the third parties, or any law
suits, arbitration, and disputes to impair the Transfer. 

(4) The Transferors hereby warrant that all the information
to be disclosed regarding the Transfer is fully and truly informed and valid
without any misleading presentations. 

(5) The Transferors shall provide all the necessary
documents, materials, and related information in order to promptly complete this
Transfer. 

(6) Prior to the execution of this Agreement, the Transferors
warrant that all the documents and information to be provided truly represent
the status of the Xin Yu. 

7.2 From the Transferee 

(1) The Transferee in this Agreement is the enterprise legal
person to be registered and legally established under the PRC laws. 

(2) Upon the execution of this Agreement, the legality,
effectiveness, and obligation are considered to be established. 

(3) The Transferee shall provide all the necessary documents,
materials, and related information in order to promptly complete this equity
transfer transaction. 

(4)The Transferee warrants the legal capacity and
authorization to execute this Agreement will not involve any violation of
sanction, governing law, and the restrictions of contract. 


Article 8 Liabilities for Breach of Contract 


8.1 Upon the effectiveness of this Agreement, the Parties
shall be bound by the terms of this Agreement. Any defaults against the
Agreement shall be considered as violations according to the "Contract Law of
People’s Republic of China". 

8.2. The breaching party shall, in addition to be responsible
all the economic damages including but not limited to expenses for legal
counsels and law suits incurred from the violation due to the violations. 

8.3. Neither of the Party shall be responsible for partial or
complete failure of fulfilling the obligations under this Agreement due to the
reasons which is beyond self-control such as government’s disapproval or the
matter of force majeure. 


Article 9 Dispute settlement 


9.1 Any dispute shall be settled through negotiation by the
Parties. The case shall be filed to the local jurisdiction this Agreement
executed when the consensus of settlement cannot be reached. 

9.2 Except the unsettled disputes, the Parties shall continue
to fulfill their obligations under this Agreement. 




Article 10 Confidential Treatment 


Without the permission of the other Party in writing, any
Party shall not disclose the Agreement or any content or material in connection
with any transaction of this Agreement or its supplements including but not
limited to any operations statistics, financial statements, agreements, and any
commercial information neither in writing and oral format, excluding the
following disclosure: 

(1) The disclosure is made according to the provisions of
applicable laws, regulations and rules (including, but not limited to,
regulations of security exchanges) or requirements of relevant government
authorities or supervision authorities, or court orders; 

(2) The disclosure to legal counselor or other consulting institutions in
order to complete this Transfer; 

(3) The disclosure is agreed by the Parties. 


Article 11 Miscellaneous 

11.1 This Agreement, for the purpose of the Transfer to be
executed under the consensus among the Transferor and the Transferee, will
become effective as of the date when the Transferors and the Transferee sign and
affix the company seal to this Agreement. 

11.2 Any supplements to be signed in order to enforce this
Agreement and other official documents approved by related authority but not
included to this Agreement are all considered as supplements to this Agreement
as annexes. 

11.3 There are five copies of the Agreement are signed as
originals with the same legal validity. The Transferors have three original for
each transferors, and the Transferee has two originals. 

	Transferor:	 	Transferee:
	Huizong Zhang	By:/s/ Huizong
    Zhang	Henan Gengsheng
    Refractories Co., Ltd.
	(Seal)	 	(Seal)
	Yuanwei Zhang	By: /s/ Yuanwei
    Zhang	By: /s/
    Shunqing Zhang
	(Seal)	 	Legal
    Representative/Authorized Representative
	Shuqing Yu	By: /s/: Shuqin
    Yu	 
	(Seal)