Unassociated Document


    
       

      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      
         

        
          

        

      

    

    
 

    Fujian
WangGang Dredging Construction Co., Ltd.

     

     

    Wonder
Dredging LLC.

     

     

    Fujian
Xing Gang Port Service Limited

     

     

    
      
        

      



    
      CONTRACT
RELATING

       

    

    
      TO
THE EXCLUSIVE PURCHASE RIGHT OF THE

       

    

    
      EQUITY
INTEREST

       

      (Unofficial Translation)

    

     

     

      
        

      

       

    

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

       

      
        
          

        

      

    

    


    Contract
Relating to the Exclusive Purchase Right of the Equity Interest ( the
“Agreement”), made the 30th day of June, 2010, in Fuzhou City,Fujian
Province,among:

    


    Wonder Dredging LLC. (“Wonder
Dredging”), the
transferor, whose legal representative is LIN Qing at Suite 1705 of 17th floor,
Zhongshan Plaza A, 154 Hudong Road, Fuzhou City, Fujian.

    


    Fujian WangGang Dredging Construction
Co., Ltd. (the “WOFE”), the transferee, whose legal representative is LIN
Qing at 16th floor, Zhongshan Plaza, 154 Hudong Road, Fuzhou City, Fujian,
and

    


    Fujian Xing Gang Port Service
Limited (the “Fujian Xing Gang”), who confirms the transfer, whose legal
representative is LIN Qing at 17th floor, Zhongshan Plaza A, 154 Hudong Road,
Fuzhou City, Fujian.

    


    As used
in this Agreement, the WOFE, Wonder Dredging, and Fujian Xing Gang are
collectively referred to herein as the “Parties to the Contract”.

    


    WHEREAS,

     

    
      	
              1.

            	
              Fujian
      Xing Gang is a limited liability company that is invested by a
      foreign-owned enterprise, duly registered and is validly existing under
      the laws of the People’s Republic of China (the “PRC”), specializing in
      dredging port and waterways. Its registered capital is RMB
      200,000,000. On June 20, 2010, based on  Fujian Xing Gang’s
      audited net asset value (“NAV”) as of March 31, 2010, as adjusted for
      the dividend payment distributed to Wonder Dredging on May 27, 2010,
      Fujian Xing Gang has a pricing basis of RMB158,597,183, the WOFE invested
      the equivalent amount RMB158,587,183 in Fujian Xing Gang for
      its equity interest in Fujian Xing Gang. After the investment by the
      WOFE, each of Wonder Dredging and WOFE holds a fifty percent
      (50%) equity interest in Fujian Xing
Gang.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

       

      
        
          

        

      

    

    


    
      	
              2.

            	
              In June 30, 2010 the Parties
      to  this Agreement entered into the Contracted Management
      Agreement (“Management Agreement”) which stipulates that Fujian Xing Gang
      is contracted to the WOFE for management and  the WOFE and/or
      the seniors officers employed by the WOFE have agreed to  take
      full charge of the Fujian Xing Gang’s business operations and management
      during the period of the contracted
  management.

            


    

     

    NOW
THEREFORE, the Parties to the Contract hereby agree as follows:

     

    
      1.  Authorization

    

     

    
      	
              1.1

            	
              Wonder
      Dredging hereby irrevocably grants to the WOFE an exclusive right
      (“Purchase Right”) to purchase part or all of the equity interest held by
      Wonder Dredging in Fujian Xing Gang (“Equity
      Interest”).  Accordingly, the WOFE or one or more persons
      designated by WOFE (the “Designated Person”) are entitled to purchase all
      or any part of the Equity Interest from Wonder Dredging at any time,
      provided that the business and operations of Fujian Xing Gang will not be
      adversely affected by PRC law if the WOFE holds more than a 50% equity
      interest in Fujian Xing Gang.

            


    

    


    
      	
              1.2

            	
              Wonder Dredging promises that other than the WOFE and the Designated Persons, no
      other party has a right to purchase an equity interest in Fujian Xing
      Gang.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      


    

    
      
        
          

        

      

    

    


    
      2.   Transfer
of Purchased Equity Interest

    

    


    
      	
              2.1

            	
              The
      Parties to this Agreement agree that the WOFE shall deliver a written
      notice to purchase the Equity Interest (the “Notice of Purchase Equity
      Interest”) at any time to Wonder Dredging, provided that the transfer of
      the Equity Interest will not materially and adversely affect Fujian Xing
      Gang’s normal business operations. Once the Notice of Purchase Equity
      Interest has been  delivered, Wonder Dredging agrees to take all
      requisite action to transfer the valid ownership (the “Transfer
      Performance”) of the Equity Interest in Fujian Xing Gang to the WOFE
      and/or the Designated Person in any applicable PRC administration of
      industry and commerce. Subject to the laws of PRC, Wonder Dredging
      promises to complete Transfer Performance within ninety (90) days from the
      date of receiving the Notice of Purchase of Equity Interest. During
      the Transfer Performance period, the Parties hereto and the Designated
      Person shall execute all other requisite documents and actions under the
      laws of PRC, including without limitation, entering into the contracts
      relating to the transfer of Equity Interest (“Equity Interest Transfer
      Contract”), holding a shareholders’ meeting and adopting shareholders’
      resolutions, amending Fujian Xing Gang’s Constitution, and providing all
      necessary materials and information, to cause  the WOFE and/or
      the Designated Person to be the registered owner of the Equity Interest
      being transferred.

            


    

    


    
      	
              2.2

            	
              Every
      time upon  the WOFE’s execution of the Purchase Right, Wonder
      Dredging shall:

            


    

    


    
      
        	
                
                

              	
                2.2(1)

              	
                urge
      Fujian Xing Gang to convene the shareholders’ meeting, and during the
      meeting,  adopt the resolution to transfer the Equity Interest
      from Wonder Dredging to  the WOFE and/or the Designated
      Person;

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

       

      
        
          

        

      

    

    


    
      
        	
                
                

              	
                2.2(2)

              	
                upon
      the stipulations of the Contract and the Notice of Purchase of Equity
      Interest from the WOFE, enter into Equity Interest Transfer Contract
      with the WOFE and/or the Designated
Person;

              


      

    

    


    
      
        	
                
                

              	
                2.2(3)

              	
                with
      the WOFE and/or the Designated Person and Fujian Xing Gang, sign or enter
      into all other requisite contracts or documents, acquire all requisite
      approvals and consents of the government, unconditionally perform all
      requisite action to transfer the valid ownership of the Equity Interest to
      the the WOFE and/or the Designated Person and to cause the WOFE and/or the
      Designated Person to be the registered owner of the Equity Interest being
      transferred;

              


      

    

    


    
      
        	
                
                

              	
                 2.2(4)

              	
                take
      such action as required herein in a timely fashion and if an extension of
      the scheduled time is needed, Wonder Dredging agrees to notify the WOFE
      without delay.

              


      

    

    


    
      	
              2.3

            	
              When
      the Equity Interest has been transferred, all the rights and obligations
      thereunder  shall be
transferred.

            


    

    


    
      	
              2.4

            	
              Wonder
      Dredging shall take such action as may be necessary to cause Fujian Xing
      Gang to issue the certificate evidencing the capital contribution within
      thirty (30) days to the WOFE and/or the Designated Person after the
      Transfer Performance is completed.

            


    

    


    
      	
              2.5

            	
              The
      WOFE has the right to have Fujian Xing Gang’s accounts and records audited
      by the auditor.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      


    

    
      
        
          

        

      

    

    


    3.  The
Price of Purchase and the Payment

    


    3.1
Except as may be provided by the laws at that time, the price of the purchased
Equity Interest (“Price of Payment”) shall be equivalent to the NAV reflected in
the latest quarterly report under US GAAP prior to  the purchase.


    


    3.2 The
WOFE and/or the Designated Person shall pay the full Price of Payment by cash or
by any other form of payment in accordance with PRC laws to Wonder Dredging
pursuant to the Equity Interest Transfer Contract.

    


    4
.. Representations and Warranties

     

    
      	
              4.1

            	
              Representations
      and Warranties from Wonder Dredging to the
WOFE:

            


    

     

    
      
        	
                
                

              	
                4.1(1)

              	
                Wonder
      Dredging is a limited company duly registered and validly existing under
      the laws of PRC. It has the right and ability to sign and execute and
      perform this Agreement and any instruments relating to  this
      Agreement. This Agreement and the related instruments are binding upon
      Wonder Dredging in accordance with their
terms;

              


      

    

    


    
      
        	
                
                

              	
                4.1
      (2)

              	
                Wonder
      Dredging has taken such appropriate and necessary action to authorize the
      appropriate persons to sign and execute and perform the obligations under
      this Agreement and has obtained any necessary approvals and
      authorizations;

              


      

    

    


    
      
        
          	
                  
                  

                	
                  4.1(3)

                	
                  Wonder
      Dredging has obtained all required consents relating to the execution of
      this Agreement and the Transfer Performance from such parties as may be
      necessary, including but not limited to, the creditors of Wonder Dredging
      and Fujian Xing Gang and any required banks.  The execution and
      performance of the obligations of Wonder Dredging hereunder do not (i)
      violate any relevant laws or administrative rules and regulations of PRC;
      or (ii) breach any contracts entered into by Wonder Dredging with any
      third party.

                


        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      
        Exhibit
4.10

      

      
        


        This
document has been translated for information purposes only; the Chinese text is
the only valid document.

           

          
            

          

        

      

    

    


    
      
        	
                
                

              	
                4.1(4)

              	
                The
      Equity Interest has been legally obtained and is beneficially owned by
      Wonder Dredging without any security interest at the present time or in
      the future. For this Section to this Agreement, “Security Interest” shall
      mean any mortgage, pledge or  any other lien on the Equity
      Interest for the benefit of a third
party.

              


      

    

    


    
      	
              4.2

            	
              The
      WOFE hereby makes the following representations and warrants to Wonder
      Dredging:

            


    

    


    
      
        	
                
                

              	
                4.2(1)

              	
                The
      WOFE is a limited company duly registered and validly existing under the
      laws of PRC. It has the right and ability to sign and execute and
      perform  this Agreement and any instruments relating to this
      Agreement. This Agreement and related instruments are binding on the WOFE
      in accordance with their
terms.

              


      

    

    


    
      
        	
                
                

              	
                4.2(2)

              	
                The
      WOFE has taken such appropriate and necessary action to authorize the
      appropriate persons to sign and execute and perform the obligations under
      this Agreement and has obtained any necessary approvals and
      authorizations.

              


      

    

    


    
      
        
          	
                  4.3

                	
                  Wonder
      Dredging and the WOFE make mutual representations and warranties that all
      the representations and warranties between them are authentic and
      accurate.

                


        

      

    

    


    
      5.
Wonder Dredging and Fujian Xing Gang make the following representations and
warrants to the WOFE:

    

     

    
      
        	
                5.1

              	
                Without
      prior consent by the WOFE, Wonder Dredging shall not, before the Equity
      Interest has been transferred to the WOFE and/or the Designated Person,
      transfer, mortgage, or dispose of the Equity Interest or any interest
      therein, under any circumstance or take any action which would create any
      type of lien on it. Wonder Dredging promises not to permit  the
      board of shareholders or the board of directors of Fujian Xing Gang to
      adopt any resolutions to transfer, mortgage, pledge the Equity Interest or
      create a lien on the Equity
Interest.

              


      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      


    

    
      
        
          

        

      

    

    


    
      
        	
                5.2

              	
                Without
      prior written consent of the WOFE, Wonder Dredging and Fujian Xing Gang
      promise not to cause Fujian Xing Gang’s business scope to be changed or
      cause Fujian Xing Gang to be liquidated, terminated or
      dissolved.

              


      

    

    


    
      
        	
                5.3

              	
                Without
      the prior written consent of the WOFE, Wonder Dredging and Fujian Xing
      Gang promise not to change the Constitution of Fujian Xing Gang in any
      manner whatsoever.

              


      

    

    


    
      
        	
                5.4

              	
                Without
      the prior written consent of the WOFE, Wonder Dredging and Fujian Xing
      Gang promise not to increase or decrease Fujian Xing Gang’s registered
      capital or change the proportion of equity interest in Fujian Xing Gang or
      change the form of capital
contributions.

              


      

    

    


    
      
        	
                5.5

              	
                Following
      proper finance and business standards and traditions, Wonder Dredging and
      Fujian Xing Gang promise to maintain the existence of the Fujian Xing
      Gang, prudently and effectively operate the business of Fujian Xing Gang
      under the management of the WOFE in accordance with the terms of the
      Management Agreement;

              


      

    

    


    
      
        	
                5.6

              	
                Without
      prior written consent  of the WOFE, from the signing date of
      this Contract, Wonder Dredging and Fujian Xing Gang promise not, at any
      time, to adopt any resolutions in shareholders’ meeting to
      approve to sell, transfer, mortgage or dispose the Equity Interest in any
      manner whatsoever, or approve the grant of any other lien on it, unless
      otherwise directed or authorized by the WOFE in accordance with the terms
      of the Management
Agreement;

              


      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      
         

        
          

        

         

      

    

    
      
        	
                5.7

              	
                In
      addition to the rights granted to the WOFE under the Power of Attorney, if
      requested by WOFE, Wonder Dredging agrees to appoint the persons nominated
      by the WOFE to act as all the directors of Fujian Xing Gang and cause the
      board of directors of Fujian Xing Gang to appoint the persons nominated by
      the WOFE to act as the general manager, chief finance controller and other
      supervisors of Fujian Xing Gang, who will perform all their
      responsibilities pursuant to Companies Law of PRC and the Constitution of
      Fujian Xing Gang.

              


      

    

    


    
      
        	
                5.8

              	
                Fujian
      Xing Gang agrees that Wonder Dredging, upon the stipulations in this
      Contract, shall transfer the Equity Interest to the WOFE or the Designated
      Person.

              


      

    

    


    
      
        	
                5.9

              	
                Wonder
      Dredging irrevocably agrees to delegate the voting and any other power as
      the holder of Equity Interest in Fujian Xing Gang to the WOFE or the
      Designated Person, and in furtherance thereof will execute such documents
      as may be necessary to effectuate the foregoing including but not limited
      to the execution of a power of
attorney.

              


      

    

    


    
      
        	
                5.10

              	
                Wonder
      Dredging agrees not to allow Fujian Xing Gang to commence any litigation
      or arbitration without the WOFE’s prior
      written consent and not to settle any disputes through negotiations in any
      litigation or arbitration without the WOFE’s prior
      written consent.

              


      

    

    


    
      
        	
                5.11

              	
                Wonder
      Dredging agrees to contribute to Fujian Xing Gang the full amount of
      the Price of Payment received by it pursuant to the terms of this
      Agreement. Wonder Dredging agrees that it will pay all taxes, costs
      and expenses related to the
thereto.

              


      

    

    


    
      
        	
                5.12

              	
                Wonder
      Dredging agrees that, as of the date of entering into  this
      Agreement, all funds received by Wonder Dredging from Fujian Xing Gang
      shall be distributed to the WOFE. Any and all the dividends
      declared by Fujian Xing Gang belong to the
WOFE.

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

       

      
        
          

        

      

    

    


    
      
        	
                5.13

              	
                Without
      prior written consent by the WOFE, Fujian Xing Gang shall not sell,
      assign, gift, mortgage or dispose of its assets in any manner whatsoever
      to Wonder Dredging.

              


      

    

    


    
      
        	
                5.14

              	
                Without
      prior written consent by WOFE, Fujian Xing Gang shall not (i) terminate
      the Management Agreement, or this Agreement (“Two Agreements”), or
      (ii) enter into any other agreement which will
      adversely affect the performance of the Two
      Agreements.

              


      

    

    


    
      
        	
                5.15

              	
                Without
      prior written consent from the WOFE, Fujian Xing Gang shall not borrow
      from any other party or secure the debt for the benefit of a third
      party.

              


      

    

    


    
      
        	
                5.16

              	
                Without
      prior written consent from the WOFE, Fujian Xing Gang shall not take part
      in a merger or acquisition transaction with any enterprise or
      person.

              


      

    

    


    
      
        	
                5.17

              	
                Without
      prior written consent from the WOFE, Fujian Xing Gang shall not transfer
      its assets to the account of any other enterprise or
    person.

              


      

    

    


    
      
        	
                5.18

              	
                Without
      prior written consent from the WOFE, Fujian Xing Gang shall not take any
      actions to assist in the transfer of the equity interest held by Wonder
      Dredging.

              


      

    

    


    
      
        	
                5.19

              	
                Without
      prior written consent from the WOFE, Fujian Xing Gang shall not waive the
      rights to any credit or any
profit.

              


      

    

    


    
      6.
Force Majeure

       

    

    
      
        	
                6.1

              	
                No
      party shall be liable if it is delayed or prevented from performing its
      obligation under this Agreement by Force Majeure. Force Majeure means acts
      of nature, fire, earthquake, war and political turmoil, and any other
      event that is beyond the party’s reasonable control and cannot be
      prevented with reasonable
care.

              


      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      


    

    
      
        
          

        

      

    

    


    
      
        	
                6.2

              	
                When
      an event of Force Majeure arises, the affected party shall inform the
      other parties within 15 business days. The affected party who does not
      perform the obligations under this Agreement shall be responsible for any
      damage caused by failure of informing other parties. After an event of
      Force Majeure is removed, the affected party shall resume performance of
      this Agreement with its best
efforts.

              


      

    

    


    
      7.
Term

       

    

    
      
        
          	
                  7.1

                	
                  This
      Agreement shall be effective when it is entered into, with an initial
      term of 20 years unless it is terminated earlier pursuant to the terms
      herein. During the term of this Agreement the WOFE can, at any time,
      purchase from Wonder Dredging the Equity Interest, and this Agreement
      shall terminate when the Transfer Performance of all the Equity Interest
      is completed. The initial term of this Agreement shall be continuously
      extended for consecutive additional 20 year periods in the event that
      the entire Equity Interest is not purchased by the WOFE or the Designated
      Person prior to the expiration of the
term.

                


        

      

    

    
       

      8.
Particular Stipulations

    

    
       

      
        	
                8.1

              	
                Without
      the prior written consent of WOFE, Wonder Dredging shall not assign its
      rights and obligations hereunder to any
person.

              


      

    

    


    
      
        	
                8.2

              	
                The
      WOFE has the right to assign its rights and obligations to this
      Agreement.

              


      

    

    


    
      
        	
                8.3

              	
                This
      Agreement shall bind and benefit the successors of Wonder
      Dredging

              


      

    

    


    9.
Governing laws and settlement of the disputes

     

    
      
        	
                9.1

              	
                The
      execution, validity, performance, interpretation and settlement of
      disputes shall be governed by PRC
laws.

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

      
         

        
          

        

      

    

    


    
      
        	
                9.2

              	
                If
      any disputes arise out of performance of this Agreement, the Parties shall
      first settle such disputes through friendly negotiations. Should such
      dispute fail to be settled through negotiation within 20 days after the
      disputes arises, each Party may submit such dispute to the court with
      jurisdiction.

              


      

    

     

    10.
Miscellaneous Provisions

     

    
      
        	
                10.1

              	
                The
      Parties to this Agreement agree that all the business materials related to
      this Agreement and the Management Agreement are confidential and should
      not be disclosed to a third party unless the disclosure of materials is
      required by the PRC laws or administration rules and regulations or by
      supervising authority.  Notwithstanding the foregoing, the
      Parties acknowledge that this Agreement can be filed with the Securities
      and Exchange Commission in the United
States.

              


      

    

    


    
      
        	
                10.2

              	
                Notices
      or other communications required to be delivered by any party pursuant to
      this Agreement shall be written. Any party should inform the other parties
      if its address, contact number or fax number has been changed. If a Party
      fails to inform the other Parties of its contact information, the notice
      shall deemed to be duly served when it is delivered to the prior address
      or fax number known by other
Parties.

              


      

    

    


    
      
        	
                10.3

              	
                Should
      all or any part of any provision hereof be held void by the court with
      jurisdiction or the relevant authority, then such part of the provision
      shall be deemed to have been deleted; provided that, such deletion shall
      in no way affect the legal force of any other part of the provision or any
      other provision hereof.

              


      

    

    


    
      
        	
                10.4

              	
                The
      amendments (if any) duly executed by the Parties shall be part of this
      Agreement and shall have the same legal effect as this
      Agreement.

              


      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

       

      
        
          

        

      

    

    


    
      
        	
                10.5

              	
                This
      Agreement is made in six (6) originals, in Chinese, of which each Party
      shall hold two. Each original has the same
  validity.

              


      

    

    


    
      [Blank
below]

       

      [Page for
signatures]

    

    


    
      
        
          	
                  Wonder
      Dredging Engineering LLC.

                  /seal/

                
	
                  By

                	/s/
      Qing Lin  	 
      
	
                  Name:
      Qing Lin

                
	
                  Title:

                
	 
      
	
                  Fujian
      Wangang Dredging Construction

                  Co.,
      Ltd. /seal/

                
	
                  By

                	/s/
      Bing Lin  	 
      
	
                  Name:
      Bing Lin

                
	
                  Title:

                
	 
      


        

      

    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      Exhibit
4.10

    

    
      


      This
document has been translated for information purposes only; the Chinese text is
the only valid document.

       

      
        
          

        

      

    

    


    
      
        
          	
                  Fujian
      Xing Gang Port Service Limited

                  /seal/

                
	
                  By

                	/s/
      Qing Lin  	 
      
	
                  Name:
      Qing Lin

                
	
                  Title:

                


        

      

    

     

    
      
         


      

      
        14