exh10-3.htm



 










Exhibit 10.3



[Chinese to English translation]







Lingshi Xinghai Magnesium Industry Co., Ltd.





 





Equity Transfer Contract Amendment No. 2













Entered by


Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd


(Party A)


And


Taiyuan Yiwei Magnesium Industry Co., Ltd.


 (Party B)


And


Lingshi Xinghai Magnesium Industry Co. Ltd.


(Target Company)


CD International Enterprises, Inc.


And


CDI China, Inc.


And


Pine Capital Enterprises, Inc.


And


Yuwei Huang


June 30, 2012























 








  





  











  














This amendment no. 2 (the “Amendment No. 2”) was entered by and between the following parties on June 30, 2012 by:







(a) Party A: Taiyuan Ruiming Yiwei Magnesium Industry Co. Ltd., a limited liability company formed and existing under the laws of China with registered address at Shagou Village, Yangqu County, Taiyuan, Shanxi Province, China.


Authorized Representative of Party A: Yuejian Wang


Title: Chairman


Nationality: U.S. Citizen







(b) Party B: Taiyuan Yiwei Magnesium Industry Co., Ltd, a limited liability company formed and existing under the laws of China with registered address at Yangqu County, Nitun Town, Fujiayao Village, the office address is 910, 9th Floor, MeGa Mall Business Center, 10 YiFen Street, Taiyuan City, ShanXi Province, China.


Authorized Representative of Party B: Yuwei Huang





Title: Chairman


Nationality: China










	
(f)

	
Target Company: Lingshi Xinghai Magnesium Industry Co., Ltd., a limited liability company formed and existing under the laws of the China with registered address at ZhijiaZhuang Village, Duanchun Town, Lingshi County, JinZhong City, Shanxi Province, China








Authorized Representative of the Target Company: Xiangyun Zhai


Title: Chairman


Nationality: China










	
(g)

	
CDII: CD International Enterprises, Inc., a Florida corporation with its registered address at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441








Authorized Representative of CDII: Yuejian Wang


Title: Chief Executive Officer


Nationality: U.S.










	
(h)

	
CDI China, Inc., a Florida corporation with its registered address at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441 (“CDI China”);








Authorized Representative of CDI China: Yuejian Wang


Title: Chief Executive Officer


Nationality: U.S.










	
(i)

	
Pine Capital: Pine Capital Enterprises, Inc., a limited liability company formed and existing under the laws of the Cayman Islands with its registered address at 51, 5th Fl, Britannia House, Jalan Cator BS8811, BSB Brunei Darassalam.













Name: Xiaorui Su


Title: Executive Director


Nationality: China







(g) Yuwei Huang


Nationality: China









  





  











  






The parties above will be collectively referred to as the “Parties”, or individually referred to as “One Party”.







Through negotiation and consultation, the Parties agree to sign this amendment no. 2 to the Lingshi Xinghai (“Target Company”) 100% Equity Transfer Contract (“Original Agreement”) dated August 30, 2011, as amended on January 12, 2012.










	

I.



	

The clause regarding the title transfer of Excel Rise Technology Co., Ltd. under Section 4.2.4 of the Original Agreement is hereby amended to be no later than December 31, 2012. The Parties agree to delete Section 4.2.4 in the Original Agreement and replace it with:















4.2.4 Within 15 business days after the execution of this Agreement, CDI China shall transfer to Party B all of CDI China’s beneficial ownership interest in Excel Rise Technology Co., Ltd. (the “Excel Rise Rights”) valued at $4,657,411.98 USD.  The Parties hereby agree that CDI China’s beneficial ownership interest in Excel Rise Technology Co., Ltd. is valued at RMB 30,000,000.










	
II.

	
The clause regarding the title transfer under Section 5.2 of the Original Agreement is hereby amended to be no later than December 31, 2012. The Parties agree to delete Section 5.2 in the Original Agreement and replace it with:













5.2 Title Transfer


When Party B receives the initial payment, Party B shall complete the title transfer of the Acquired Interest no later than December 31, 2012 and formally provide the relevant certificate of equity ownership to Party A. The certificate of equity ownership and title transfer process referred to herein includes but is not limited to the Stock Rights Record certificate, registration of Equity Ownership Change for Foreign-invested Joint Venture, transfer of the Land Use Right and Party B’s other obligations under this Contract (the “Post Closing Title Transfers”). The Target Company is responsible for all the cost associated with the Post Closing Title Transfers. In addition, Party A shall cooperate with Party B in Party B’s efforts to complete a valid transfer of the Acquired Interest.










	
III.

	
If there is dispute between this Amendment No. 2 and the Original Agreement, this Amendment No. 2 shall prevail. This Amendment No. 2 shall act as supplementary agreement to the Original Agreement, and is automatically terminated at the termination of the Original Agreement.
















	
IV.

	
This Amendment No. 2 shall have fourteen copies of the same format, each party holds two copies.



















  





  











  














Party A: Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd


Signature: /s/ James (Yuejian) Wang


Printed Name: James (Yuejian) Wang


English Name:


Title: Chairman


Nationality: U.S.


 


Party B: Taiyuan Yiwei Magnesium Industry Co. Ltd.


Signature: /s/ Yuwei Huang


Printed Name: Yuwei Huang


English Name:


Title: Chairman


Nationality: U.S.







Target Company: Lingshi Xinghai Magnesium Industry Co. Ltd.


Signature: /s/ Yuwei Huang


Printed Name: Yuwei Huang


English Name:


Title: Chairman


Nationality: U.S. 







CD International Enterprises, Inc.


Signature: /s/ James (Yuejian) Wang


Printed Name: James (Yuejian) Wang


English Name:


Title: Chief Executive Officer


Nationality: U.S.







CDI China, Inc.


Signature: /s/ James (Yuejian) Wang


Printed Name: James (Yuejian) Wang


English Name:


Title: Chief Executive Officer


Nationality: U.S. 







Pine Capital Enterprises Inc.


Signature: /s/ Xiaorui Su


Printed Name: Xiaorui Su


English Name:


Title: Executive Director


Nationality: China







Yuwei Huang


Signature: /s/ Yuwei Huang


Printed Name: Yuwei Huang


English Name:


Nationality: China