exh10-2.htm


 










Exhibit 10.2


[Chinese to English translation]


 


Golden Trust Magnesium Industry Co., Ltd.







Equity Transfer Contract Amendment No. 2







Entered by







CDI China, Inc.







(Party A)







And







Yuwei Huang, Xumin Cui







(Party B)







And







Golden Trust Magnesium Industry Co., Ltd.







(Target Company)







And







Baotou Changxin Magnesium Co., Ltd.

















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


	  	  	  
	  	
(b)

	
Party B: Mr. Yuwei Huang and Xumin Cui (“Party B”), jointly own 27.5% of the total equity of Golden Trust Magnesium Industry Co., Ltd;


	  	  	  
	  	
(c)

	
Target Company: Golden Trust Magnesium Industry Co. Ltd., a limited liability company established and existing under the laws of China with its registered address at Loudong Village, Gucheng Town, Xiaoyi City, Shanxi Province, China (hereinafter referred to as “Golden Trust”).












Authorized Representative: Mr. Kong Tung


Occupation: Chairman and Legal Representative


Nationality: Hong Kong








	  	
(d)

	
Baotou Changxin Magnesium Co., Ltd., a limited liability company established and existing under the laws of China with its registered address at Shiguai District Dafa, Baotou, China.












Authorized Representative of CDII: Yuejian Wang


Title: Chief Executive Officer


Nationality: U.S.







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 to the Golden Trust (“Target Company”) 27.5% Equity Transfer Contract (“Original Agreement”) dated August 30, 2011, as amended on January 12, 2012.








	
I.

	
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 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,  and Party B’s other obligations under this Contract (the “Post Closing Title Transfers”). Party B is responsible for all the cost associated with the Post Closing Title Transfers. In addition, Party B shall cooperate with Party A in Party B’s efforts to complete a valid transfer of the Acquired Interest.











	
II.

	
If there is dispute between this Amendment and the Original Agreement, this Amendment shall prevail. This Amendment shall act as supplementary agreement to the Agreement, and is automatically terminated at the termination of the Agreement.
















	
III.

	
This Amendment shall have eight copies of the same format, each party holds two copies.








 






  





  











  









 


IN WITNESS WHEREOF, the parties signed this agreement dated above.







Party A: CDI China, Inc.


Signature: /s/ James (Yuejian) Wang





Printed Name: James (Yuejian) Wang


English Name:


Title:


Nationality: U.S.


 


Party B:Yuwei Huang and Xumin Cui


Signature: /s/ Yuwei Huang     /s/ Xumin Cui


Printed Name: Yuwei Huang    Xumin Cui


English Name:


Title:


Nationality: 







Target Company: Golden Trust Magnesium Industry Co., Ltd.


Signature: /s/ Kong Tung


Printed Name: Kong Tung


English Name:


Title: Chairman and Legal Representative


Nationality: China Hong Kong







Baotou Changxin Magnesium Co., Ltd.


Signature: /s/ James (Yuejian) Wang


Printed Name:  James (Yuejian) Wang


English Name:


Title: Chief Executive Officer


Nationality: U.S.







 Yuwei Huang


Signature: /s/ Yuwei Huang





Printed Name: Yuwei Huang


English Name:


Nationality: