EXECUTION
      COPY(Zhaoyuan)

    


    EXHIBIT
      10.3

    


    EQUITY
      TRANSFER AGREEMENT

    


    among

    


    LU
      BENZHAO
      (Seller
      A)

    


    and

    


    LU
      TINGLAN
      (Seller
      B)

    


    and

    


    MAANSHAN
      GLOBAL MINING RESOURCES LIMITED
(Purchaser)

    


    August
      11,
      2008

    Nanjing,
      the People's Republic of China


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY(Zhaoyuan)

    


    TABLE
      OF CONTENTS

    


    
      	
              ARTICLE
                1.

            	
              DEFINITIONS

            	
              4

            
	 	 	 
	
              ARTICLE
                2.

            	
              EQUITY
                TRANSFER

            	
              6

            
	 	 	 
	
              ARTICLE
                3.

            	
              CONDITIONS
                PRECEDENT

            	
              7

            
	 	 	 
	
              ARTICLE
                4.

            	
              AGREEMENTS
                PRIOR TO CLOSING

            	
              8

            
	 	 	 
	
              ARTICLE
                5.

            	
              NON
                COMPETITION

            	
              9

            
	 	 	 
	
              ARTICLE
                6.

            	
              CLOSING

            	
              10

            
	 	 	 
	
              ARTICLE
                7.

            	
              SETTLEMENT
                AND COMPENSATION OF THE EMPLOYEES OF THE TARGET COMPANY

            	
              12

            
	 	 	 
	
              ARTICLE
                8.

            	
              DISPOSAL
                OF DEBTS PRIOR TO THE EQUITY TRANSFER

            	
              13

            
	 	 	 
	
              ARTICLE
                9

            	
              NON
                COMPETITION

            	
              13

            
	 	 	 
	
              ARTICLE
                10

            	
              BREACH
                OF RESPONSIBILITY

            	
              14

            
	 	 	 
	
              ARTICLE
                11

            	
              CONTRACT
                EFFECTIVENESS AND NULLIFICATION

            	
              15

            
	 	 	 
	
              ARTICLE
                12

            	
              APPLICABLE
                LAW AND DISPUTE RESOLUTION

            	
              16

            
	 	 	 
	
              ARTICLE
                13

            	
              MISCELLANEOUS

            	
              17

            


    

    


    
      	
              Schedules
                :

            	 	 
	 	 	 
	
              Schedule
                1:

            	 	
              List
                of Selected Employees

            
	 	 	 
	
              Schedule
                2:

            	 	
              Breakdown
                of Assets

            
	 	 	 
	
              Schedule
                3:

            	 	
              Representations
                and Warranties

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY(Zhaoyuan)

     

    THIS
      AGREEMENT
      (“Agreement”)
      is
      executed on August 11, 2008 in Nanjing, the People’s Republic of China
      (“China” or “PRC”)
      by and
      between:

    


    
      	(1)	
              Maanshan
                Global Mining Resources Ltd.,
                a
                limited liability company duly incorporated and validly existing
                pursuant
                to the laws of the PRC, having its legal address at No. 6, South
                Hongqi
                Road, Maanshan Economic and Technology Development Zone (hereafter
                referred to as the "Purchaser");

            


    

    


    
      	(2)	
              Mr.
                LU Benzhao,
                a
                PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan
                District, Maanshan Municipality, Anhui Province and his ID number
                is
                340505195112240018 (hereinafter referred to as the "Seller
                A");
                and

            


    

    


    
      	(3)	
              Ms.
                LU Tinglan,
                a
                PRC citizen, residing now at No. 204, Block 17, Liyuan Village, Huashan
                District, Maanshan Municipality, Anhui Province , and her ID number
                is
                340521196711112848 (hereinafter referred to as "Seller
                B").

            


    

    


    For
      the
      purpose of this Agreement, Seller A and Seller B are collectively referred
      to as
      the "Sellers"; the Purchaser and the Sellers are referred to individually
      as a “Party”
and
      collectively as the “Parties”.

    


    WHEREAS:

     

    
      	(A)	
              Maanshan
                Zhaoyuan Mining Co., Ltd. legitimately
                holds its mining right, and its main business is mining, processing
                and
                sale of iron ore] (hereinafter referred to as "Target
                Company").

            


    

    


    
      	(B)	
              Sellers
                are the legitimate owners and beneficiaries of the 100% equity of
                the
                Target Company, among which Seller A holds 98% equity, and Seller
                B holds
                2% equity of the Target Company. 

            


    

    


    
      	(C)	
              The
                Purchaser is interested to purchase from the Sellers and the Sellers
                are
                interested to sell to the Purchaser One Hundred percent (100%) equity
                interest in the Target Company. The Parties have entered into a Equity
                and
                Assets Transfer Heads of Agreement for the aforementioned, and the
                Purchaser has paid to Seller A the deposit as set forth in such heads
                of
                agreement ("Deposit").

            


    

    


    
      	(D)	
              In
                order to effect this transaction, the Parties have decided to enter
                into
                this Agreement which shall be submitted to the relevant Chinese
                authorities for approval and registration in accordance with PRC
                laws.

            


    

    


    NOW,
      THEREFORE,
      after
      friendly consultations conducted in accordance with the principles of equality
      and mutual benefit, the Parties hereby enter into this Agreement:

    


    


    ARTICLE
      1. DEFINITIONS

    


    For
      the
      purposes hereof, the terms with a capitalized initial letter (which are in
      bold
      in the Chinese version) shall have the meaning set forth below:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
EXECUTION
      COPY(Zhaoyuan)

     

    "Affiliate"
      shall
      mean any corporation, partnership, company (whether with limited or infinite
      liability), joint venture, trust, association or other entity (i) which is
      directly or indirectly controlled by the Sellers or (ii) which directly or
      indirectly controls, or is controlled by, or is under common control with,
      the
      Purchaser. For the purpose hereof, the term "control" shall mean the possession,
      directly or indirectly, of the power to direct or cause the decisions relating
      to any corporation, partnership, limited liability company, joint venture,
      trust, association or other entity, whether by the ownership of voting
      securities or otherwise. With respect to the Sellers, "Affiliate" shall also
      mean their spouse, child, parent, sibling or person sharing their
      household.

    


    "Business"
      shall
      mean the business engaged in by the Target Company and consisting mainly to
      mine, process and sale iron ore. 

    


    "New Business
      License"
      shall
      mean the business license issued subsequent to Target Company's transformation
      into the subsidiary of the Purchaser.

    


    "Equity
      Transfer"
      shall
      mean the transfer of all the equity in Target Company by the Sellers to the
      Purchaser as per this Agreement.

    


    "Encumbrance"
      shall
      mean any charge, claim, lien, option, pledge, mortgage, security interest,
      right
      of first refusal, or restriction of any kind, including any restriction on
      use,
      voting, transfer, receipt of income, or exercise of any other attribute of
      ownership.

    


    "Selected
      Employees"
      shall
      mean the employees previously employed by Target Company, which is listed in
      Schedule 1 as annexed to this Agreement. The names, titles, ages, fixed
      salaries, bonuses and other economical and non-economical rewards are listed
      therein.

    


    "Governmental
      Authority"
      means,
      with respect to any country, the government of the state, city, locality or
      other political subdivision thereof, any agency, authority, regulatory body,
      or
      other entity exercising executive, legislative, judicial, regulatory or
      administrative functions.

    


    "Intellectual
      Property Rights"
      shall
      mean (i) all patents, trademarks, service marks, trade names and copyrights
      for
      which registrations have been issued or applied for in any country or other
      jurisdiction and that are used by the Target Company in connection to the
      Business and (ii) all  agreements, commitments, contracts, understandings,
      licenses, assignments or other Applicable Contract relating or pertaining to
      any
      right described in the preceding clause.

    


    "Legal
      Requirements"
      shall
      mean, with respect to any country, the constitution, laws, ordinances,
      regulations, statutes, treaties, conventions or administrative orders of any
      Governmental Authority of that country, as in effect on or prior to the Closing
      Date.

    


    "Ordinary
      Course
      " shall
      mean any
      action taken or decision made in relation to the Business which satisfies the
      following conditions:

    


    
      	
            	(i)	
              is
                consistent in nature, scope and magnitude with the past practices
                of the
                Business;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	
            	(ii)	
              is
                taken in the ordinary course of the normal, day-to-day operations
                of the
                Business; and

            


      	 	 	 


    

    
      	
            	(iii)	
              does
                not require any authorization by the board of directors or the general
                shareholders’ assembly (or by any person or group of persons exercising
                similar authority) and does not require any other separate or special
                authorization of any nature.

            


    

    


    "Registration
      Authority"
      shall
      mean the State Administration for Industry and Commerce in China and/or any
      local administrative authorities duly authorized by the State Administration
      for
      Industry and Commerce.

    


    "Associated
      Equity Transfer"
      shall
      mean the transfer to the Purchaser of (i) the 100% equity held by the Sellers
      in
      Nanjing Sudan Mining Co., Ltd. ("Sudan")
      and
      (ii) the 100% equity held by the Sellers in Maanshan Xiaonanshan Mining Co.,
      Ltd.("Xiaonanshan"). 

    


    "Assets"
      shall
      mean all equipment, tools, molds, machinery, vehicles, installations, furniture,
      intellectual property, inventory (including components of machineries), cash,
      account receivables, and other Assets, including land use rights and real
      properties, plants, office buildings (if any), that are owned by the Target
      Company in connection with the Business. A list of the Assets is attached hereto
      in Schedule 2.

     

    ARTICLE
      2.
      EQUITY TRANSFER 

    


    
      	
              2.1 

            	
              Equity
                Transfer from the Sellers to the
                Purchaser

            


    

    


    
      	2.1.1	
              Subject
                to the terms and conditions provided in this Agreement, , the Sellers
                shall sell to the Purchaser One Hundred percent (100%) Equity in
                the
                registered capital of the Target Company, among which Seller A shall
                sell
                to the Purchaser 98% equity, and Seller B shall sell to the Purchaser
                2%
                equity; the Purchaser buys from the Sellers all the
                Equity.

            


    

    


    
      	2.1.2	
              Upon
                completion of the Equity Transfer, the Target Company shall be converted
                into a foreign wholly owned subsidiary held by the Purchaser
                ("Global
                Mining Subsidiary").

            


    

    


    
      	2.1.3	
              The
                Equity transferred by the Sellers to the Purchaser does not bear
                any
                encumbrances, and is not pertained by any other liabilities or third
                party
                rights.

            


    

    


    
      	2.1.4	
              The
                Sellers fully understand that the Purchaser's execution of this Agreement
                is based upon all the statements, representations and warranties
                contained
                under this Agreement.

            


    

    


    
      	2.2	
              Purchase
                Price and Payment of Purchase
                Price

            


    

    


    
      	2.2.1	
              The
                consideration for the Equity Transfer shall be in based upon the
                appraisal
                on the value of the Equity issued by a asset appraisal firm, and
                shall be
                RMB 80 million in cash or the equivalent USD in cash ("Purchase
                Price").
                The exchange rate between USD and RMB shall be the middle rate issued
                by
                the People's Bank of China on the date of Aug 11,
                2008.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	
              2.2.2

            	
              The
                value of the Assets up to the Closing Date shall be affirmed based
                upon
                the mid term financial statement issued by accounting firm. Such
                value
                shall be the basic value for closing.


            


    

    


    
      	
              2.2.3

            	
              The
                Purchaser shall pay to the Sellers as set forth in 2.2.5 the first
                instalment of the Purchase Price (“ First Instalment”) in the amount of
                RMB 45.4 million in cash or the equivalent USD in cash within 20
                working
                days after the conditions precedent provided in Clause 3.2 of this
                Agreement are fully satisfied. The exchange rate between USD and
                RMB shall
                be the middle rate issued by the People's Bank of China on the date
                of Aug
                11, 2008.

            


    

    


    
      	
              2.2.4

            	
              The
                Purchaser shall pay to the sellers as set forth in 2.2.5 the second
                instalment of the Purchase Price (“Second Instalment”) in the amount of
                RMB 34.6 million in cash or the equivalent USD in cash 15 days before
                the
                closing date. The exchange rate between USD and RMB shall be the
                middle
                rate issued by the People's Bank of China on the date of Aug 11,
                2008. The
                Sellers shall, before Dec 5th, 2008, inform the Purchaser in good
                faith
                the estimated closing date and provide evidence to prove that the
                closing
                can take place on that date.

            


    

    


    
      	
              2.2.5

            	
              The
                above payment shall be remitted by telegraphic transfer into the
                bank
                account ("Escrow
                Account")
                inside the PRC designated by Escrow Agent ("Escrow
                Agent"),
                who is both approved by the Purchaser and the Sellers.
                

            


    

    


    ARTICLE
      3.
      CONDITIONS PRECEDENT

    


    The
      Equity Transfer shall be subject to prior satisfaction of the following
      conditions precedent:

    


    
      	3.1	
              Conditions
                precedent in relation to Equity
                Transfer:

            


    

    


    
      	
            	(a)	
              All
                regulatory approvals deemed necessary by the Purchaser to complete
                the
                Equity Transfer and the Associated Equity Transfers shall have been
                validly and unconditionally obtained; and


            


    

    


    
      	
            	(b)	
              the
                registration authority has issued the New Business License to the
                Global
                Mining Subsidiary, Xiaonanshan and Sudan with a company term of 30
                years.

            


    

    


    
      	
              3.2

            	
              Conditions
                precedent for the Purchaser's performance of the duties under this
                Agreement:

            


    

    


    
      	 	
              (a)

            	
              the
                representations and warranties listed in Clause 5 and Schedule 3
                of this
                Agreement are true, precise and
                complete.

            


    

    


    
      	 	
              (b)

            	
              the
                shareholders' meeting of the Sellers have passed the resolution approving
                the Equity Transfer.

            


    

    


    
      	 	
              (c)

            	
              the
                executive director of the Target Company has approved the Equity
                Transfer.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	 	
              (d)

            	
              the
                Sellers and the Purchaser have entered into an escrow agreement with
                the
                Escrow Agent that is fully compliant with the related provisions
                under
                this Agreement.

            


    

    


    
      	 	
              (e)

            	
              the
                Sellers have obtained and validly maintained the latest valid originals
                necessary for the mining business in the name of the Target Company,
                including but not limited to:

            


    

    


    (i) safe
      production permit;

    


    (ii) explosives
      permit;

    


    (iii) permit
      for water and soil conservation plan

    


    (iv) approval
      for temporary use of land;

    


    (v) approval
      for temporary occupation of forest land; and

    


    (vi) mining
      license.

    


    
      	 	
              (f)

            	
              the
                relevant Government Authority has completed the foreign debt registration
                for the Purchaser at its application.


            


    

    


    
      	 	
              (g)

            	
              a
                list of assets as Schedule 2 of the Target Company approved by the
                Purchaser and the Sellers.

            


    

    


    The
      Purchaser may decide in its own discretion to waive any of the conditions under
      Clause 3.2.

    


    
      	
              3.3

            	
              Conditions
                precedent for the Sellers' performance of the duties under this
                Agreement:

            


    

    


    
      	 	
              (a)

            	
              China
                Global Mining Resources Ltd., as the parent company of the Purchaser
                ("Global
                Mining")
                has signed a Consultancy Service Agreement with Seller
                A.

            


    

    


    
      	 	
              (b)

            	
              Global
                Mining Subsidiary has signed an employment contract with Seller
                A.

            


    

    


    ARTICLE
      4 . AGREEMENTS PRIOR TO CLOSING

    


    
      	4.1	
              Assets
                of Target Company

            


    

    


    During
      the date of execution of this Agreement and the date of completion of Closing,
      the Sellers shall assure that all the assets of the Target Company including
      (without limitation) Assets are ready for the Purchaser or the Purchaser's
      representative to check according to Schedule 2. The difference between the
      actual total value of such Assets and the records on the Target Company's books
      shall not exceed 0.1 %, otherwise the Purchase Price shall be deducted
      accordingly.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	4.2	
              Both
                Parties' Duties

            


    

    


    
      	4.2.1	
              The
                Parties agree to perform the following
                duties:

            


    

    


    
      
        
          	
                	(a)	
                  During
                    the period extending from the date of this Agreement until the
                    Closing
                    Date, the Sellers shall cause the Target Company to conduct its
                    Business
                    only in the Ordinary
                    Course;

                


        

      

    

    


    
      	
            	(b)	
              The
                Sellers shall, and shall cause the directors/executive director of
                the
                Target Company appointed by them, to take all actions as may be necessary
                or desirable in order to effect and/or facilitate the Equity Transfer;
                and

            


    

    


    
      
        
          	
                	(c)	
                  The
                    Parties shall take all actions, execute all documents and more
                    generally
                    do everything necessary or desirable in order to obtain the Business
                    License from the relevant Governmental Authorities as soon as
                    possible.

                


        

      

    

    


    
      	
              4.2.2

            	
              During
                the execution of this Agreement and the completion of Closing, without
                the
                consent by the Purchaser, the Sellers shall
                not:

            


    

    


    
      	 	
              (a)

            	
              dispose
                any assets the Target Company, unless during the ordinary course
                of
                business operation;

            


    

    


    
      	 	
              (b)

            	
              set
                any mortgage, pledge, lien or any other third party rights on the
                assets
                of the Target Company; 

            


    

    


    
      	 	
              (c)

            	
              make
                any payment to any individual (including employee), company, enterprise
                or
                organization that is not compliant with the normal business operation;
                or

            


    

    


    
      	 	
              (d)

            	
              undertake
                any conduct that is not compliant with the normal business operation
                in
                any means, no matter in terms of the nature, scope or means of operation
                etc. in respect of the Business.

            


    

    


    ARTICLE
      5. NON COMPETITION

    


    
      	5.1	
              Each
                of the Parties represents and warrants the
                following:

            


    

    


    
      	5.1.1	
              Each
                Party represents and warrants to the other Party the
                following:

            


    

    


    
      	 	
              (a)

            	
              such
                Party has or has already had all necessary power, approval or
                authorisation, and has completed all necessary legal procedures,
                to
                execute this Agreement and completely perform each of the duties
                under
                this Agreement;

            


    

    


    
      	 	
              (b)

            	
              the
                representative of such Party to execute this Agreement has the
                authorization to execute this
                Agreement;

            


    

    


    
      	 	
              (c)

            	
              upon
                approval and registration by the registration authority, the provisions
                in
                this Agreement shall be legally, effectively and bindingly constitute
                duties for such Party;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	 	
              (d)

            	
              such
                Party's exercise of rights and performance of duties under this Agreement
                will not violate any governing law and any other agreement entered
                into by
                such Party;

            


    

    


    
      	 	
              (e)

            	
              each
                of such Party's representations and warranties in the schedule to
                this
                Agreement is true and precise;

            


    

    


    
      	 	
              (f)

            	
              such
                Party shall indemnify and compensate the other Party if its violation
                of
                any of the representations, warranties and undertakings under this
                Agreement cause any losses, damages or incur any expenses or costs
                for the
                other Party.

            


    

    


    
      	5.2	
              The
                Purchaser and the Sellers undertake to each other the
                following:

            


    

    


    
      	 	
              5.2.1

            	
              The
                Purchaser undertakes to the Sellers, it will assure before or at
                the time
                this Agreement is executed to cause Global Mining to enter into a
                Consultancy Service Agreement with Seller A, and clearly setting
                forth
                that Global Mining shall directly pay to Seller A service fee in
                accordance with the Consultancy Service Agreement. The main clauses
                of the
                Consultancy Service Agreement shall include the
                following:

            


    

    


    
      	 	
              (a)

            	
              the
                Sellers shall provide consultancy services to the
                Purchaser;

            


    

    


    
      	 	
              (b)

            	
              the
                term of the Consultancy Service Agreement shall be two (2) years
                full time
                service as from the completion of the transaction;
                and

            


    

    


    
      	 	
              (c)

            	
              the
                Sellers shall in his own capacity obtain any necessary approval for
                executing and performing the Consultancy Service Agreement, and shall
                bear
                by himself the taxes incurred inside and outside the PRC by the payment
                of
                services fees.

            


    

    


    
      	
              5.2.2

            	
              Seller
                A and Seller B undertakes to the Purchaser, it shall assure, before
                the
                completion of Closing of the Equity
                Transfer:

            


    

    


    
      	 	
              (a)

            	
              to
                obtain approval on the Equity Transfer from the relevant government
                authority and the relevant registration change by the registration
                authority.

            


    

    


    


    
      	 	
              (b)

            	
              all
                the permits necessary for the operation of mining business of the
                Target
                Company has been amended according to be held by the Target
                Company.

            


    

    


    


    
      	 	
              (c)

            	
              the
                Associated Equity Transfer is approved by the relevant government
                authority and registration change by the registration
                authority.

            


    

    


    
      	 	
              (d)

            	
              each
                of the representations and warranties made to the Purchaser in Schedule
                3
                is true, complete and precise.

            


    

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    ARTICLE
      6. CLOSING

     

    
      	6.1	
              Closing

            


    

    


    The
      closing of the Equity Transfer ("Closing")
      shall
      take place within 15 days after the issuance of the new Business License and
      shall be subject to the satisfaction of all the conditions precedent set out
      in
      Article 3 hereof, but shall not be later than Dec 20, 2008 ("Closing
      Date"),
      otherwise shall be agreed by the Purchaser. The Closing shall take place at
      the
      specific venue for Closing. 

    


    
      	6.2	
              Deliveries
                by Seller

            


    

    


    On
      the
      Closing Date, Seller shall deliver and shall procure delivery to Purchaser
      all
      documents evidencing the satisfaction of all the conditions precedent set out
      in
      Article 3 hereof, including without limitation:

    


    
      	 	
              (a)

            	
              the
                New Business License issued to the Global Mining Subsidiary by the
                registration authority after the Equity
                Transfer;

            


    

    


    
      	 	
              (b)

            	
              the
                original of the Business License of the Target Company and the following
                latest and valid originals: 

            


    

    


    (i) the
      organization code certificate;

    


    (ii) tax
      registration certificates (for national and local taxes);

    


    (iii) finance
      registration certificate;

    


    
      	 	
              (c)

            	
              the
                following latest valid originals necessary for the mining business
                in the
                name of the Target Company:

            


    

    


    (i) safe
      production permit;

    


    (ii) explosives
      permit;

    


    (iii) permit
      for water and soil conservation plan

    


    (iv) approval
      for temporary use of land;

    


    (v) approval
      for temporary occupation of forest land; and

    


    (vi) mining
      license.

    


    
      	 	
              (d)

            	
              evidences
                that the Associated Equity Transfers have been approved and registered
                by
                relevant Government Authorities;

            


    

    


    
      	 	
              (e)

            	
              document
                and/or registration evidencing that the Target Company is qualified
                to
                issue VAT invoice;

            


    

    


    
      	
            	(f)	
              resolution
                of Seller's shareholders meeting approving the Equity
                Transfer;

            


    

    


    
      	 	
              (g)

            	
              the
                Target Company's resolution signed by the executive director approving
                the
                Equity Transfer; and

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	 	
              (h)

            	
              a
                duly
                executed statement reiterating the truthfulness, completeness and
                accuracy
                of the Sellers' representations and warranties at the Closing
                Date.

            


      	 	 	 


    

    
      	 	
              (i)

            	
              assets
                as listed in Schedule 2, time is of the
                essence.

            


    

    


    The
      Purchaser may, at its decision, not required the Sellers to deliver the same
      documents already delivered under Clause 3.2

    


    
      	
              6.3

            	
              Payment
                by the Purchaser

            


    

    


    
      	 	
              Subject
                to Clause 6.2, the Purchaser orders on the Closing Date the escrow
                agent
                bank to release all the Purchase Price in the Escrow Account to the
                Sellers, and thereafter the Escrow Account shall be
                cancelled.

            


    

    


    
      	
              6.4

            	
              Delay
                and Termination of the
                Closing

            


    

    


    
      	
              6.4.1

            	
              In
                case the conditions precedent set out in Article 3 hereof have not
                been
                fully fulfilled as of the Closing Date, unless the failure is caused
                by
                the breach of Purchaser, Purchaser shall be entitled to:
                

            


    

     

    
      	
            	(a)	
              use
                reasonable effect, after discussion and agreement with Seller, to
                cause the
                Closing to take place as soon as possible; or in case no agreement
                reached,

            


    

    


    
      	 	
              (b)

            	
              terminate
                the Closing and ordering the Escrow Agent to return all the Purchase
                Price
                to the Purchaser.

            


    

    


    
      	6.4.2	
              Prior
                to completion of the Closing, if:

            


    

    


    
      	 	
              (a)

            	
              Purchaser
                becomes aware of any material breach by Seller of the representations,
                warranties or undertakings hereunder;
                or

            


    

    


    
      	 	
              (b)

            	
              Seller
                has seriously breached its obligations hereunder and failed to remedy
                the
                same to the satisfaction of Purchaser if the breach is remediable;
                or
                

            


    

    


    
      	 	
              (c)

            	
              any
                event occurs, which if would have occurred prior to the execution
                of this
                Agreement should have constituted material breach of the representations
                or warranties made by Seller hereunder;
                or

            


    

    


    
      	 	
              (d)

            	
              any
                event occurs that causes materially adverse impact on the business
                Seller
                is engaging in or such event might occur after the
                Closing,

            


    

    


    Then,
      without prejudice to any other rights of Purchaser, Purchaser may choose to
      terminate this Agreement after inform Seller in writing to such effect without
      being liable to Seller therefor. 

    


    ARTICLE
      7. SETTLEMENT
      AND COMPENSATION OF THE EMPLOYEES OF THE TARGET
      COMPANY

    


    
      	
              7.1

            	
              The
                Sellers' Duties

            


    

    


    The
      social securities and termination, compensation and settlement in respect of
      the
      current employment of the employees (including the Selected Employees) of the
      Target Company arising from this Agreement shall be solved by Seller at its
      own
      costs. Seller agrees to draft a settlement plan for its employees (including
      the
      Selected Employees) and submit it to relevant authority as part of the Equity
      Transfer application documents. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

    

      
        	7.2	
                Nullification
                  of the Existing Employment
                  Contracts

              


      

    

     

    After
      the
      execution of this Agreement and before the registration authority has issued
      a
      new Business License to the subsidiary of Global Mining, Seller shall cause
      the
      Target Company to terminate all existing employment contracts with all its
      employees and make reasonable compensation to the employees in accordance with
      relevant Chinese employment laws and regulations. Seller shall make its best
      effort to assist the subsidiary of Global Mining to conclude new employment
      contracts with the Selected Employees.

    


    
      	
              7.3

            	
              Execution
                of New Employment
                Contracts

            


    

    


    Within
      5
      working days after the issuance of the new Business License, Purchaser shall
      cause the subsidiary of Global Mining to enter into employment contract with
      the
      Selected Employees and the salary, wage, bonus, subsidy, social securities,
      benefits and holidays and leaves of the Selected Employees under the new
      employment contracts shall not be lower than that in the employment contract
      prior to the termination. 

    


    ARTICLE
      8. DISPOSAL OF DEBTS AND LIABILITES PRIOR TO THE EQUITY
      TRANSFER 

    


    
      	
              8.1

            	
              Debts
                and Liabilities prior to the Equity
                Transfer

            


    

    


    
      	 	
              Seller
                agrees to bear and pay off before Closing any and all liabilities,
                debts,
                owings, penalties, claims, actions, disputes and other claims arising
                from
                or in connection with the Business, land using, demolition, plant
                construction, environmental protection, taxes, mining permit, safe
                working, employment, salary and benefits, social security funds,
                and
                contracts in relation to the operation of the Target Company, regardless
                of whether it has occurred or is occurring or will occur ("Debts
                prior to the Equity Transfer").

            


    

    


    
      	
              8.2

            	
              Indemnification

            


    

    


    
      	 	
              Seller
                agrees to indemnify Purchaser against and hold it harmless form loss,
                claims and expenses (including lawyer's fee) arising from or in connection
                with the Debts prior to the Equity
                Transfer.

            


    

    


    ARTICLE
      9 NON COMPETITION

    


    
      	
              9.1

            	
              Non-Competition

            


    

    


    
      	
              9.1.1

            	
              Within
                five (5) years after this Agreement's effectuation, the Sellers and
                its
                Affiliates may not directly or indirectly, in any means, own, participate
                or engage in prospecting, mining, processing, purification,
                transportation, purchase and sale of iron ore products or any business
                related to such products.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	
              9.1.2

            	
              Notwithstanding
                the above provisions, the Sellers may still hold its interests in
                the
                mining companies in which the Sellers started to hold such interests
                before the Equity Transfer, and may hold no more than 10% equity
                in a
                listed company engaging in investment in the mining
                industry.

            


    

    


    
      	
              9.1.3

            	
              Either
                the Sellers or Affiliates may not employ, intend to employ or solicit
                any
                employee or future employee, or sign Consultancy Service Agreements
                with
                them.

            


    

    


    
      	
              9.1.4

            	
              Either
                the Sellers or Affiliates may not transact with any clients or customers
                of the Business, or seek any clients or customers of the
                Business.

            


    

    


    
      	
              9.1.5

            	
              The
                duties of the Sellers and Affiliates under this Clause 9 shall be
                effective within five (5) years after effectuation of this
                Agreement.

            


    

    


    
      	
              9.2

            	
              Pre-emptive
                Right

            


    

    


    
      	 	
              After
                execution of this Agreement, the Sellers and its Affiliates undertake
                to
                the Purchaser that, if the Sellers or any company that is directly
                or
                indirectly controlled by the Sellers through holding 25% or more
                equity in
                it, procures or invests in, independently or through joint ventures,
                mining or mining product processing and/or any related activities,
                the
                Sellers shall authorize, or procure to the Sellers' best that such
                invested company to authorize the Purchaser the pre-emptive right
                to
                purchase such business from the Sellers or such invested company
                (as
                applicable). 

            


    

    


    ARTICLE
      10 BREACH
      OF
      RESPONSIBILITY

    


    
      	10.1	
              Damage
                and Indemnification 

            


    

     

    
      	 	
              Seller
                A and B shall be jointly and severally liable for (i) performance
                of their
                duties and provisions under this Agreement and the agreement, and
                (ii)
                causing the Target Company to comply with the provisions regarding
                their
                duties this Agreement.

            


    

     

    
      
        	10.1.1	
                If
                  the Sellers breach any of the duties under this Agreement, the
                  Sellers
                  shall bear the following
                  liabilities:

              


      

    

     

    
      	 	
              (a)

            	
              returning
                to the Purchaser all the deposit in full and additional expenses
                (if
                any)å

            


    

    


    
      	 	
              (b)

            	
              pay
                to the Purchaser twice the full deposit and additional expenses (if
                any)
                as damageså

            


    

    


    
      	 	
              (c)

            	
              pay
                to the purchaser all the expenses directly or indirectly arising
                from
                transactions, including but not limited to, all the legal, accounting,
                tax, and mining technology consultant charges
                .

            


    

    


    
      	10.1.2	
              If
                the Sellers or the Target Company:

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
EXECUTION
      COPY(Zhaoyuan)

     

    
      	 	
              (a)

            	
              does
                not possess or terminate its possession of the land use right of
                the
                mining field or the mining license; or


            


    

    


    
      	 	
              (b)

            	
              the
                Target Company is not completely incorporated, or ceases to operate,
                or is
                dissolved, or deregistered;

            


    

    


    
      	 	
              (c)

            	
              act
                or omit, resulting in that the transaction under this Agreement may
                not be
                completed, 

            


    

    


    the
      Sellers and the Target Company shall be jointly and severally liable for the
      following:

    


    
      	 	
              (i)

            	
              returning
                all the deposit and additional expenses (if any) to the
                Purchaser;

            


    

    


    
      	 	
              (ii)

            	
              paying
                to the Purchaser USD 33 millionor
                equivalent RMB as
                a pre-agreed damages.

            


    

    


    The
      Sellers confirm that the above damages are true pre-appraisal of the losses
      to
      be suffered by the Purchaser. The payment made by the Sellers and the Target
      Company in accordance with this 10.1.2 are pre-agreed damages in nature. It
      doesn't affect any other provisions of this Agreement, and also doesn't affect
      the effectiveness of any other remedies that the Purchaser is entitled to
      against the Sellers and the Target Company in enforcing this
      Agreement.

    


    
      	10.1.3	
              If
                the Purchaser fails to make the payment to the Seller according to
                this
                agreement, the Purchaser shall pay USD 33 million (or equivalent
                RMB) to
                the Seller as the pre-agreed
                damages.

            


    

     

    
      	10.2	
              Escrow

            


    

    


    Within
      15
      days, or at the time of execution of this Agreement, the Parties shall sign
      an
      escrow agreement with the escrow agent, which shall be fully compliant with
      this
      Agreement.

    


    ARTICLE
      11 CONTRACT
      EFFECTIVENESS AND NULLIFICATION

    


    
      	
              11.1

            	
              Contract
                Effectiveness

            


    

    


    
      	 	
              This
                Agreement shall take effect at the same time of effectuation of the
                Associated Equity Transfer upon execution by Seller A, Seller B and
                duly
                authorized representative of the
                Purchaser.

            


    

    


    
      	
              11.2

            	
              Termination

            


    

    


    
      	 	
              This
                Agreement shall be terminated prior to the Closing if any of the
                following
                events occur: 

            


    

    


    
      	 	
              (a)

            	
              the
                Parties agree to terminate in
                writing;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
EXECUTION
      COPY(Zhaoyuan)

     

    
      	
            	(b)	
              a
                Party serves a written notice to the other Party that, if
                

            


    

    


    
      	
            	(i)	
              the
                other Party conducts a material breach of any provision of this Agreement,
                and have not remedy such breach within 15 days after service of the
                written notice of such breach or the non-breaching party waives the
                right
                of claiming the breach; or 

            


    

    


    
      	
            	(ii)	
              any
                agreement for the Associated Equity Transfer is
                terminated;

            


    

    


    
      	
            	(c)	
              a
                Party serves
                a written notice to the other Party prior
                to the Closing upon
                the occurrence of any of the following events:
                (i) one Party may not perform part of or all the material duties
                under
                this Agreement due to Events of Force Majeure (as defined below),
                or (ii)
                becomes insolvency, or (iii) goes bankruptcy, liquidation, debt
                restructuring, dissolution or enters into similar procedures; or
                

            


    

    


    
      	
            	(d)	
              the
                Purchaser terminates this Agreement according to Clause 6.4, or the
                closing has not taken place by Dec 20, 2008
                .

            


    

    


    
      	
              11.3

            	
              Effect
                of Termination

            


    

    


    
      	 	
              The
                Parties hereby agree that if this Agreement is terminated due to
                any of
                the reasons specified in Article 11.2 herein above, this Agreement
                shall
                be terminated. However the duties under Clauses 11.3, 10, 12 and
                13 shall
                continue to be effective, or be terminated due to that one or more
                conditions under this Agreement by the terminating Party is not satisfied
                because of a breach of this Agreement by the non-terminating Party,
                the
                terminating Party’s right to pursue all legal remedies after the
                termination of this Agreement shall survive such termination
                unimpaired.

            


    

    


    ARTICLE
      12 APPLICABLE
      LAW AND DISPUTE RESOLUTION

    


    
      	
              12.1

            	
              Applicable
                Law

            


    

    


    
      	 	
              This
                Agreement shall be governed by the laws of the PRC.
                

            


    

    


    
      	
              12.2

            	
              Arbitration 

            


    

    


    
      	 	
              (a)

            	
              Any
                dispute, controversy, or claim between or among the Parties arising
                out of
                or relating to this Agreement, or the breach, termination, or invalidity
                thereof, shall be settled through amicable negotiations between the
                Parties involved. 

            


    

    


    
      	 	
              (b)

            	
              In
                case no settlement can be reached through amicable negotiations between
                the Parties within sixty (60) days of the issuance of a written notice
                from a Party to the other Party of a dispute, the dispute shall be
                submitted for arbitration in Shanghai under the auspices of the China
                International Economic and Trade Arbitration Commission ("CIETAC").
                Any Party initiating an arbitration proceeding shall give notice
                to the
                other Party. 

            


    

    


    
      	 	
              (c)

            	
              The
                arbitration proceedings shall be held in accordance with the arbitration
                rules of CIETAC in effect on the date of the signing of this Agreement
                (the "Rules").
                However, if certain provisions of the Rules are in conflict with
                the
                provisions of this Article 2.2, the provisions of this Article 2.2
                shall
                prevail.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	 	
              (d)

            	
              The
                number of arbitrators shall be three (3). Each Party shall appoint
                one (1)
                arbitrator and the third arbitrator shall be jointly selected by
                the
                Parties. If the Parties fail to select the third arbitrator, the
                chairman
                of CIETAC shall select the third arbitrator. If a Party does not
                appoint
                an arbitrator within thirty (30) days after the selection of the
                first
                arbitrator, the relevant appointment shall be made by the chairman
                of
                CIETAC

            


    

    


    
      	 	
              (e)

            	
              A
                request for interim measures addressed by any Party to a judicial
                authority shall not be deemed incompatible with the agreement to
                arbitrate
                or as a waiver of the agreement to arbitrate.。

            


    

    


    
      	 	
              (f)

            	
              The
                arbitration award shall be final and binding on all of the Parties,
                including any Party that was duly notified of the arbitration but
                chose
                not to participate. Judgement upon the award rendered by the arbitration
                tribunal may be enforced in any court having jurisdiction
                thereof。 

            


    

    


    
      	 	
              (g)

            	
              The
                arbitration proceedings shall be conducted in English and
                Chinese.

            


    

     

    
      	
              12.3

            	
              Continued
                Implementation of this
                Agreement

            


    

    


    
      	 	
              During
                the period when a dispute is being resolved the Parties shall in
                all other
                respects continue their implementation of the
                Agreement.

            


    

    


    
      	12.4	
              Survival
                of the Arbitration Clause

            


    

    


    The
      termination of this Agreement shall not affect the validity of the arbitration
      clause herein.

    


    ARTICLE
      13 MISCELLANEOUS

    


    
      	
              13.1

            	
              Press
                Releases and Public
                Announcement

            


    

    


    No
      Party
      shall disclose to any third party relating to the existence of this Agreement
      and/or the subject matter of this Agreement prior to the Closing without the
      prior written approval of the other Party except if required by applicable
      laws
      and to their professional advisors.

    


    
      	
              13.2

            	
              Force
                Majeure

            


    

    


    
      	
              13.2.1

            	
              Event
                of Force Majeure

            


    

     

    An
      "Event
      of Force Majeure"
      means
      an event that could not have been foreseen by a Party at the time of the
      execution of this Agreement, or the occurrence and consequence of which could
      not have been avoided and reasonably prevented by that Party, and as a result,
      such Party is unable to perform its obligations under this Agreement. An Event
      of Force Majeure includes, but is not limited to: prohibition or acts by
      governments or public agencies, riots, war, hostility, public disturbance,
      strikes, failure or interruption of transportation or other utilities,
      epidemics, fire, floods, earthquakes, storms, tidal waves or other acts of
      nature

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	
              13.2.2

            	
              Notification
                of Occurrence

            


    

    


    
      	
            	(a)	
              If
                one Party has been prevented from performing its obligations stipulated
                in
                the Agreement because of an Event of Force Majeure, , it shall notify
                the
                other Party in writing within seven (7) days after the occurrence
                of such
                Event of Force Majeure, and all Parties shall use reasonable endeavors
                to
                mitigate damages,

            


    

    


    
      	
            	(b)	
              If
                an Event of Force Majeure occurs, neither Party shall be responsible
                for
                any damage,
                increased costs or loss, such non-compliance or delay in implementation
                shall not be considered a breach of this
                Agreement

            


    

    


    
      
        	
              	(c)	
                A
                  Party claiming inability to perform due to an Event of Force Majeure
                  shall
                  take appropriate means to minimize or remove the effects of the
                  Event of
                  Force Majeure and, within the shortest possible time, attempt to
                  resume
                  performance of the obligation affected by the Event of Force
                  Majeure.

              


      

    

    


    
      	
              13.3

            	
              Amendment
                

            


    

    


    No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and duly signed by the Parties.

    


    
      	
              13.4

            	
              Entire
                Contract

            


    

    


    All
      of
      the Schedules attached hereto are integral parts of this Agreement and together
      constitute
      the entire agreement between the Parties with respect to the subject matter
      of
      this
      Agreement. This Agreement supersedes all previous agreements, understandings
      and communications with respect to the subject matter.

    


    
      	 	
              The
                headings to the Articles are for ease of reference only and shall
                have no
                legal effect.

            


    

    


    
      	
              13.5

            	
              Severability

            


    

    


     The
      invalidity of any provision of this Agreement shall not affect the validity
      of
      any other
      provision of this Agreement。

    


    
      	
              13.6

            	
              Language

            


    

    


    
      	 	
              This
                Agreement shall be written in both Chinese and English in Nine (5)
                counterparts each. Both versions shall be equally authentic and are
                consistent in all substantial respects.


            


    

     

    In
      the
      event of any inconsistency between the two versions, such discrepancy shall
      by
      interpreted in accordance with the purposes of this Agreement

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    
      	
              13.7

            	
              Waiver

            


    

    


    
      	 	
              Unless
                otherwise provided for in the laws of China, failure or delay on
                the part
                of any Party hereto to exercise any right under this Agreement shall
                not
                operate as a waiver thereof, nor shall any single or partial exercise
                of
                any right preclude exercise of any other
                right

            


    

    


    
      	
              13.8

            	
              Notices

            


    

    


    
      	(a)	
              The
                dates on which the notices shall be considered
                valid notice served
                as
                follows:

            


    

    


    
      	
            	(i)	
              Notices
                given by messenger shall be deemed effectively given on the date
                of
                delivery;

            


    

    


    
      	 	
              (ii)

            	
              Notices
                given by registered airmail shall be deemed effectively given twelve
                (12)
                days after the postage payment of the registered airmail (i.e., twelve
                (12) days after the post mark
                date);

            


    

    


    
      	
            	(iii)	
              Notices
                given by facsimile transmission shall be deemed effectively given
                upon the
                delivery of the fax report evidencing the transmission of the document;
                and

            


    

    


    
      	 	
              (iv)

            	
              Notices
                given by courier shall be deemed effectively given on the third
                (3rd)
                day after they were sent by a recognized courier
                service.

            


    

    


    Each
      of
      the Parties shall have the right to change its address and its nominee at any
      time, provided that after any such change the other Party shall be notified
      promptly in writing of such change。

    


    
      	(b)	
              All
                notices between the Parties hereto shall be written in English and
                Chinese
                and delivered
                to following addresses:

            


    

    


    To
      Purchaser: 

    


    Address:
      No. 6, South Hongqi Road, Maanshan Economic and Technology Development
      Zone

    


    To
      the
      Sellers:

    


    Address:
      No. 204, Block 17, Liyuan Village, Huashan District, Maanshan Municipality,
      Anhui Province

    


    
      	13.9	
              Assignment
                by Purchaser

            


    

    


     The
      Purchaser shall have the right to assign all its rights and obligations under
      this Agreement and the Equity Transfer Agreement to one of its Affiliates,
      but
      shall inform the Seller in advance. The Sellers shall provide necessary
      assistance to the Purchaser in executing relevant assignment contracts with
      the
      assignee(s) designated by the Purchaser.

     

    
      
        
           

          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

     

    IN
      WITNESS THEREOF,
      the
      Parties have caused this Agreement to be executed on the date as set forth
      above
      by their duly authorized representatives.

    

      
        	
                PURCHASER

              	 
	
                Maanshan
                  Global Mining Resources Ltd.

              	 
	 	 
	
                /s/
                  Stephen D. King

              	 
	
                Name:

              	 
	 	 
	
                Title:
                  CEO

              	 
	 	 
	
                Seller
                  A

              	 
	
                Mr.
                  Lu Benzhao 

              	 
	 	 
	
                /s/
                  Lu Benzhao

              	 
	
                Seller
                  B

              	 
	
                Mrs.
                  Lu Tinglan

              	 
	 	 
	
                /s/
                  Lu Tinglan

              	 


      

    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    EXECUTION
      COPY(Zhaoyuan)

    


    SCHEDULE
      1 

    


    LIST
      OF SELECTED EMPLOYEES

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY(Zhaoyuan)

    


    SCHEDULE
      2

    


    BREAKDOWN
      OF ASSETS



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    SCHEDULE
      3

    


    REPRESENTATIONS
      AND WARRANTIES

    


    This
      schedule states the representations and warranties made by the Sellers to the
      Purchaser and shall be regarded as being made as of the date hereof and as
      of
      the Closing Date.

    


    
      	3.1	
              Corporate
                Organization

            


    

    


    
      	
              3.1.1

            	
              The
                Target Company is a limited liability company duly organized, validly
                existing and in good standing under the laws of China, having its
                registered office at [To
                insert with Zhaoyuan's registered address],
                with full legal and corporate power, right and authority to carry
                on the
                Business and to own and lease its properties and
                assets.

            


    

    


    
      	
              3.1.2

            	
              The
                establishment and subsequent corporate operations of the Target Company
                have been registered in a timely and valid manner with the Registration
                Authority in accordance with all Legal
                Requirements.

            


    

    


    
      	
              3.1.3

            	
              Since
                its date of establishment, the Target Company has operated its business
                in
                accordance with its articles of association and business license,
                and has
                complied with Legal Requirements in all material
                respects.

            


    

    


    
      	
              3.1.4

            	
              No
                arrangement and, in particular, no shareholders' agreement, interprets
                or
                modifies the rules set forth in the articles of association of the
                Target
                Company in force prior to Closing with respect to the voting, dividend,
                ownership, transfer or other rights or obligations of the equity
                holders.

            


    

    


    
      	
              3.1.5

            	
              The
                Target Company is not on the point of being, or has been, (i) subject
                to any Insolvency Related Procedure in respect of part or all of
                its
                assets, or (ii) in voluntary liquidation procedure, and no such procedure
                is Threatened or contemplated.

            


    

    


    
      	
              3.1.6

            	
              There
                are no circumstances which could permit a Person to demand the liquidation
                or dissolution of the Target Company, and no corporate decision has
                been
                taken or voted by the Target Company, which could result in such
                dissolution or liquidation.

            


    

    


    
      	3.2	
              Capitalization

            


    

    


    
      	
              3.2.1

            	
              The
                registered capital of the Target Company amounts to [To
                insert registered capital of Zhaoyuan].
                The registered capital of the Target Company is entirely
                paid-up.

            


    

    


    
      	
              3.2.2

            	
              At
                Closing Date, the Sellers have full and valid title and ownership
                to One
                Hundred percent (100%) equity interest in the registered capital
                of the
                Target Company. Such Equity shall bear no encumbrances or any third
                party
                rights. 

            


    

    


    
      	
              3.2.3

            	
              Subject
                to the restrictions set forth in the articles of association, the
                equity
                interest of the Target Company is freely negotiable and free and
                clear of
                all Encumbrance, nor is it the subject matter of any dispute or claim.
                The
                Sellers have full legal right, authority and power to sell, transfer
                and
                convey the Equity to the Purchaser in accordance with the terms of
                this
                Agreement.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	
              3.2.4

            	
              Except
                for the transactions contemplated in this Agreement, there are no
                outstanding options, warrants, or other rights to acquire, or agreements
                or commitments to issue, sell, purchase or redeem, any equity interests
                in
                the Target Company. 

            


    

    


    
      	
              3.2.5

            	
              There
                are no shareholders' agreements, voting agreements or any other similar
                contracts, agreements, arrangements, commitments, plans or understandings
                restricting or otherwise relating to voting, dividend, ownership
                or
                transfer rights with respect to the equity interest of the Target
                Company.

            


    

    


    
      	3.3	
              Effects
                of the Transfer of the
                Equity

            


    

    


    The
      transfer of the Equity in accordance with this Agreement will not result
      in:

    


    
      	
              3.3.1

            	
              Any
                breach of any agreement or undertaking by the Target
                Company;

            


    

    


    
      	
              3.3.2

            	
              The
                possibility for any Person dealing with the Target Company (i) to
                terminate any agreement or contract or to modify the effects thereof,
                or
                (ii) to claim the reimbursement of any subsidy, grant, loan or advance;
                or

            


    

    


    
      	
              3.3.3

            	
              The
                possibility for a Person to invoke any guarantee, surety, letter
                of
                comfort or any other document having an equivalent effect which may
                have
                been granted by or in favor of the Target
                Company.

            


    

    


    
      	3.4	
              Subsidiaries
                and Investments

            


    

    


    
      	
              3.4.1

            	
              The
                Target Company does not, directly or indirectly, (i) own any outstanding
                securities or other interest in any company, partnership, joint venture
                or
                other entity with or without legal status, other than investments
                in
                publicly traded securities, or (ii) control any corporation, partnership,
                joint venture or other entity.

            


    

    


    
      	
              3.4.2

            	
              The
                Target Company has not acquired and has no agreements, arrangements,
                commitments, plans or understandings to acquire, all or substantially
                all
                of the equity or assets of another corporation or
                entity.

            


    

    


    
      	3.5	
              Authority
                and no Conflict

            


    

    


    
      	
              3.5.1

            	
              The
                Sellers have full power and authority to enter into this Agreement
                and to
                consummate the transactions contemplated
                herein.

            


    

    


    
      	
              3.5.2

            	
              The
                execution and delivery of this Agreement, and every document or instrument
                to be executed and delivered by the Sellers, and the consummation
                of the
                transactions contemplated herein and therein have been duly and validly
                authorized and approved by all necessary corporate actions on the
                part of
                the Sellers.

            


    

    


    
      	
              3.5.3

            	
              Subject
                to the consents, approvals and registrations set forth in Article
                3.2
                herein, neither the execution nor delivery by the Seller of this
                Agreement, including all the agreements referred to herein, nor the
                consummation of the transactions contemplated herein and therein,
                require
                any authorization, consent, approval or registration of any Governmental
                Authority or of any other Person.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	3.6	
              Books
                and Records

            


    

    


    
      	
              3.6.1

            	
              The
                corporate books and records, including the shareholders' registry
                and the
                minutes books, of the Target Company have been properly maintained
                and are
                complete and correct.

            


    

    


    
      	3.7	
              Liabilities

            


    

    


    
      	
              3.7.1

            	
              The
                Target Company has no liabilities or obligations of any nature, and
                there
                is no basis known to the Sellers for any claim against the Target
                Company,
                for any such liabilities or obligations, due or to become due, except
                for
                (a) accounts payable and accrued expenses incurred in the Ordinary
                Course
                and (b) current liabilities incurred in the Ordinary Course consistent
                with past practice (none of which results from, arises out of or
                in
                connection with, or was caused by a breach of contract, tort, product
                liability, infringement of rights or violation of
                law).

            


    

    


    
      	3.8	
              Taxes
                and Social Obligations

            


    

    


    
      	
              3.8.1

            	
              The
                Target Company has filed or caused to be filed (on a timely basis
                since
                its establishment date) all Tax and Social returns that are or were
                required to be filed pursuant to applicable Legal Requirements. All
                Tax
                and Social Returns filed by the Target Company are true, correct,
                and
                complete.

            


    

    


    
      	
              3.8.2

            	
              The
                Target Company has paid all Tax and Social liabilities required to
                be paid
                in China on or before the Closing Date and have accrued as Tax and
                Social
                liabilities on the books and records of the Target Company all amounts
                required to be so accrued in accordance with Chinese GAAP and applicable
                Legal Requirements.

            


    

    


    
      	
              3.8.3

            	
              The
                Target Company has never been the subject of Tax and/or Social
                audits.

            


    

    


    
      	
              3.8.4

            	
              No
                claims of deficiencies for any Tax and/or Social liability are being
                or
                have been asserted, proposed or Threatened against the Target Company,
                and
                no audit or investigation of any Tax and/or Social return is currently
                pending or Threatened against the Target
                Company.

            


    

    


    
      	
              3.8.5

            	
              All
                Taxes that the Target Company is or was required by Legal Requirements
                to
                withhold or collect have been duly withheld or collected and, to
                the
                extent required, have been duly paid to the proper tax authority
                or other
                person or Governmental Authority.

            


    

    


    
      	3.8.6	
              All
                the resource taxes, resource compensation fees up to the Closing
                Date of
                this Agreement have been fully paid off or provisioned for in the
                accounting books. 

            


    

    


    
      	3.9	
              Conduct
                of Business in the Ordinary
                Course

            


    

    


    Except
      as
      expressly contemplated in this Agreement, since the date of establishment of
      the
      Target Company, the Business has been conducted only in the Ordinary Course
      and
      in conformity with past practice. Without limiting the generality of the
      foregoing, the Target Company has not:

    


    
      	3.9.1	
              Created
                any Encumbrance on any asset;

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	
              3.9.2

            	
              Sold,
                leased or transferred or agreed to sell, lease or transfer any assets
                or
                rights with a gross book value in excess of RMB 10 thousand , other
                than
                inventory sold or transferred in the Ordinary
                Course;

            


    

    


    
      	
              3.9.3

            	
              Canceled
                or agreed to cancel any debts or claims, waived or agreed to waive
                any
                rights of value, or allowed to lapse or failed to keep in force any
                franchise, permit or other right, in each case involving an amount
                in
                excess of RMB 10 thousand ; 

            


    

    


    
      	
              3.9.4

            	
              Made
                or permitted any amendment or termination of any contract, agreement
                or
                license involving an amount in excess of RMB 10 thousand
                ;

            


    

    


    
      	
              3.9.5

            	
              Undertaken
                or committed to undertake capital expenditures exceeding RMB 10 thousand
                for any single project or related series of projects;
                

            


    

    


    
      	
              3.9.6

            	
              Increased
                the compensation paid or to become payable to any Officers or Employees,
                except for increases in the Ordinary Course consistent with past
                practice.

            


    

    


    
      	
              3.9.7

            	
              Undergone
                any adverse change in its relationship with suppliers, customers,
                distributors and lessors;

            


    

    


    
      	
              3.9.8

            	
              Instituted,
                settled or agreed to settle any litigation, action, or proceeding
                before
                any Governmental Authority relating to the Business or assets of
                the
                Target Company or otherwise affecting the conduct of the Business;
                or

            


    

    


    
      	
              3.9.9

            	
              Entered
                into or become committed to enter into any other transaction of a
                type not
                set forth above in excess of RMB 10
                thousand.

            


    

    


    
      	3.10	
              Accounts
                Receivable

            


    

    


    
      	
              3.10.1

            	
              All
                accounts receivable owing to the Target Company as of the Closing
                Date
                represent obligations arising from sales actually made or services
                actually performed by the Target Company in the Ordinary Course.
                

            


    

    


    
      	
              3.10.2

            	
              The
                Accounts Receivable recorded in the accounts as of the Closing Date,
                are
                current and fully collectible.

            


    

    


    
      	
              3.10.3

            	
              There
                is no contest, claim, or right of set-off under any contract with
                any
                obligor of an Accounts Receivable relating to the amount or validity
                of
                such Accounts Receivable. The Accounts Receivable are free and clear
                of
                all Encumbrance.

            


    

    


    
      	3.11	
              Inventory
                

            


    

    


    
      	
              3.11.1

            	
              The
                inventory of the Target Company, including raw materials, supplies,
                work-in-process, and finished goods (the "Inventory"),
                taken as a whole, is in merchantable condition and is reflected in
                the
                accounts at cost subject to reserves for obsolete and slow-moving
                inventory ("Inventory
                Reserves").
                

            


    

    


    
      	
              3.11.2

            	
              The
                Inventory is free and clear of
                Encumbrance.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	3.12	
              Products

            


    

    


    
      
        
          	3.12.1	
                  The
                    products manufactured or sold by the Target Company are in compliance
                    with
                    Legal Requirement, notably in terms of safety, quality control
                    and
                    labeling.

                


        

      

    

    


    
      	
              3.12.2

            	
              No
                claim has been asserted against the Target Company with respect to,
                and,
                there is no basis for any claims arising out of, any injury to
                individuals, damage to property or other liability as a result of
                the use
                or ownership of any product manufactured or sold in the
                Business.

            


    

    


    
      	
              3.12.3

            	
              The
                Target Company is not party to an Applicable Contract containing
                covenants
                that in any way purport to restrict the business activity of the
                Target
                Company or limit its freedom to engage in any line of business or
                to
                compete with any Person.

            


    

    


    
      	3.13	
              Assets

            


    

    


    
      	
              3.13.1

            	
              The
                Target Company has good, valid and exclusive ownership and title
                of the
                Assets.

            


    

    


    
      	
              3.13.2

            	
              The
                Assets are free and clear of any type of Encumbrance or any
                other restriction preventing them from being fully owned and operated
                by
                the Target Company, and
                there is no actual or potential claim by any Person that would give
                such
                Person the right to use, occupy control or own the Assets or any
                item
                thereof, directly or indirectly.

            


    

    


    
      	
              3.13.3

            	
              The
                Assets are in normal condition of use, maintenance and repair, subject
                to
                normal wear and tear in the Ordinary Course, and none of them have
                any
                latent or hidden defects which may prevent them from being used for
                the
                purposes for which they are
                intended.

            


    

    


    
      	
              3.13.4

            	
              All
                the Assets have been duly recorded in the financial statements of
                the
                Target Company at a value determined in conformity with Chinese
                GAAP.

            


    

    


    
      	
              3.13.5

            	
              The
                Assets are in compliance with the Legal Requirements with respect
                to
                environmental and safety matters.

            


    

    


    
      	
              3.13.6

            	
              The
                Assets are sufficient to the Target Company to continue the conduct
                of the
                Business after the Closing Date in substantially the same manner
                as
                conducted prior to the Closing
                Date.

            


    

    


    
      	3.14	
              Real
                Property

            


    

    


    
      	
              3.14.1

            	
              The
                Target Company owns the land use right and the premises (if any)
                as
                necessary for the mining on the mining field on which it has mining
                right,
                and such land use right and its term shall not be less than the term
                of
                existence of the mining right held by the Target
                Company.

            


    

    


    
      	
              3.14.2

            	
              The
                Target Company owns all the real property as reflected in its balance
                sheet, without any, including but not limited to, encumbrances or
                retention of ownership. The owned real property is complete and without
                material defects.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	3.15	
              Loans
                and Guaranties 

            


    

    


    
      	
              3.15.1

            	
              The
                Target Company does not have any payment obligations nor any other
                rights
                or liabilities to any Person in relation to either the borrowing
                of money
                or the lending of money.

            


    

    


    
      	
              3.15.2

            	
              No
                mortgage, pledge or other Encumbrance have been granted by or extended
                to
                the Target Company.

            


    

    


    
      	3.16	
              Intellectual
                Property

            


    

    


    
      	
              3.16.1

            	
              The
                Intellectual Property Rights together with the Trade Secrets constitute
                the sole intellectual property rights required in order to conduct
                the
                Business after the Closing Date in substantially the same manner
                as it was
                conducted prior to the Closing
                Date.

            


    

    


    
      	
              3.16.2

            	
              All
                patents owned or used by the Target Company are valid and in full
                force,
                and all patent applications of the Target Company are in good standing,
                all without challenge of any kind, filed in the appropriate governmental
                agency office, and the Target Company owns the entire right, title
                and
                interest in and to such patents and patent applications so scheduled
                as
                being owned by it without Encumbrance of any kind. 
                

            


    

    


    
      	
              3.16.3

            	
              All
                of the registrations for trade names, trademarks, service marks and
                copyrights owned by the Target Company or used by the Target Company
                are
                valid and in full force, and all applications by the Target Company
                for
                such registrations are pending and in good standing, all without 
                challenge of any kind, filed in the appropriate governmental agency
                office, and the Target Company owns the entire right, title and interest
                in and to all such trade names, trademarks, service marks and copyrights
                so scheduled as being owned by it as well as the registrations and
                applications for registration therefor without qualification, limitation,
                burden or Encumbrance of any kind. 

            


    

    


    
      	
              3.16.4

            	
              The
                Sellers have caused the Target Company to take all reasonable precautions
                to protect the secrecy, confidentiality and value of all Trade Secrets.
                The Trade Secrets are not part of the public knowledge or literature
                and
                have not been divulged or appropriated for the benefit of any Person
                or to
                the detriment of the Target
                Company.

            


    

    


    
      	
              3.16.5

            	
              The
                Target Company owns or has the right to use all patents, trademarks,
                service marks, copyrights, trade names, inventions, improvements,
                processes, formulae, Trade Secrets, and other proprietary information
                used
                by it in conducting the Business. No infringement of any patent,
                patent
                right, trademark, service mark, trade name, or copyright or registration
                thereof has occurred or results in any way from the operations or
                business
                of the Target Company. No claim or threat of any such infringement
                has
                been made in respect of any of the foregoing,


            


    

    


    
      	
              3.16.6

            	
              No
                claim of invalidity of any patent owned by the Target Company has
                been
                made, and no proceedings are pending or Threatened against the Target
                Company which challenge the validity or ownership of any  patent,
                trademark, trade name, service mark or copyright or the ownership
                of any
                other Intellectual Property Rights.

            


    

    


    
      	
              3.16.7

            	
              None
                of the Sellers or the Target Company have had notice of, any claim
                that
                the operations, activities, products, equipment, machinery or processes
                used in relation to the Business infringes the patents, trademarks,
                service marks, trade names, copyrights or other similar property
                rights of
                any other Person.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	3.17	
              Required
                Permits

            


    

    


    
      	
              3.17.1

            	
              The
                Target Company holds all necessary or appropriate permits, certificates,
                approvals, registrations, licenses or other administrative authorizations
                or recordings which are necessary to own, lease and operate its properties
                and to conduct the Business after the Closing Date the same way it
                was
                conducted before the Closing Date (the "Required
                Permits"),
                including but not limited to land use certificate, property ownership
                certificate, mining license, operation safety permit, environmental
                protection permit, use of explosives permit, planning permit and
                other
                licenses; all the licenses and certificates shall be effective on
                the
                Closing Date, and the effective terms shall not be less than the
                maximum
                term regulated by laws and regulations , and may be legally
                extended.

            


    

    


    
      	
              3.17.2

            	
              All
                Required Permits are in full force and effect and the Target Company
                is
                not in default under the terms of any such Required Permit or has
                received
                notice of any default thereunder.

            


    

    


    
      	
              3.17.3

            	
              All
                the fees under the Required Permits, including but not limited to
                land use
                fees, mining right fees, mining resource taxes have been legally
                paid
                off.

            


    

    


    
      	3.18	
              Employment

            


    

    


    
      	
              3.18.1

            	
              All
                salaries, benefits, severance payments and related Tax and/or Social
                liabilities with respect to the Employees have been paid by the Target
                Company when due for all periods through the date hereof, and, as
                of the
                Closing Date, will have been paid by the Target Company when due
                for all
                periods through the Closing Date.

            


    

    


    
      	
              3.18.2

            	
              No
                Employee has been transferred to the Target Company that is not
                employed
                within the scope of the Business or is not directly
                dedicated
                to the Business.

            


    

    


    
      	
              3.18.3

            	
              The
                Target Company has complied with the terms of the employment contracts
                relating to the Employees and has complied with all labor Legal
                Requirements in particular, but not limited to, the applicable regulations
                on working hours, worker’s compensation, overtime and safety and security
                measures.

            


    

    


    
      	
              3.18.4

            	
              There
                are no pending or Threatened labor litigations or labor disputes
                between
                the Employees and the Target
                Company.

            


    

    


    
      	
              3.18.5

            	
              The
                Target Company does not provide, and have not undertaken to provide,
                any
                Plan under which any Employee working for the Target Company has
                or may
                have any current or future rights to benefits in excess of those
                rights
                required by Legal Requirements.

            


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	3.19	
              Officers

            


    

    


    
      	
              3.19.1

            	
              The
                powers of each of the Officers comply with Legal Requirements and
                no
                person other than an Officer has general or special management powers
                with
                respect to the Target Company.

            


    

    


    
      	
              3.19.2

            	
              No
                Officer is engaged in a business, or has an interest in any corporation,
                partnership, limited liability company or other entity that is engaged
                in
                a business, which competes with the
                Business.

            


    

    


    
      	
              3.20
                

            	
              Litigation

            


    

    


    There
      are
      no claims, actions, investigations, inquiries, suits or proceedings pending
      or
      Threatened before any court or other Governmental Body to which the Target
      Company is, or would be, a party, as plaintiff or defendant, acting on behalf
      of
      itself or any other Person for which it may be held liable or whose obligations
      it may have guaranteed.

     

    
      	3.21	
              Environment

            


    

    


    
      	
              3.21.1

            	
              The
                Target Company is in compliance in all material respects with Legal
                Requirements relating to the protection of the environment and in
                effect
                prior to the Closing Date (“Environmental Laws”).
                All the liabilities related to environmental protection in relation
                to or
                arising from the Business of the Target Company have been paid off
                or
                provisioned for in the accounting books.


            


    

    


    
      	
              3.21.2

            	
              The
                Target Company has obtained all relevant and necessary authorizations
                and
                permits and has made all required declarations and filings pursuant
                to
                Environmental Laws within the context of the
                Business.

            


    

    


    
      	
              3.21.3

            	
              The
                Target Company has not received any claim, notice or demand, and
                no
                investigation, action or proceeding, is pending, or Threatened, by
                any
                Governmental Authority or any third Person, concerning any failure
                of the
                Target Company to comply with Environmental Laws, or any alleged
                liability
                under Environmental Laws within the context of the Business.
                

            


    

    


    
      	
              3.21.4

            	
              With
                respect to the Business, the Target Company has not released into
                the air,
                water or ground, any substance which may present any danger to public
                health and safety or the protection of environment and which might
                give
                right to a claim by any Governmental Authority or any third Person.
                

            


    

    


    
      	3.22	
              Compliance
                with Laws

            


    

    


    
      	
              3.22.1

            	
              The
                Target Company is in compliance with the provisions of Legal Requirements,
                except to the extent that the failure to comply therewith would not
                have
                an material adverse effect on the Target Company.
                

            


    

    


    
      	
              3.22.2

            	
              There
                are no existing or proposed orders, judgments, decrees, governmental
                takings, condemnations or other proceedings (i) to which the Target
                Company is a party and which would have an adverse effect on the
                Target
                Company, or (ii) which is or would be binding upon the business,
                operations or properties of the Target Company and which would have
                an
                adverse effect on the Target Company; provided, however, that no
                representations is made under this clause with respect to orders,
                judgments, decrees, governmental takings, condemnations or other
                proceedings proposed by any Governmental Authority which would have
                a
                general effect on business (e.g.,
                tax laws). 

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY(Zhaoyuan)

    


    
      	3.23	
              Certain
                Transactions with the Sellers and their
                Affiliates

            


    

    


    Neither
      the Sellers nor their Affiliates (a) have any direct or indirect interest in
      any
      property, asset or right which is used by the Target Company in the conduct
      of
      the Business (except for the Main Site and Liaoyuan Site), (b) have filed any
      intellectual property right application which arises out of the operations
      of
      the Business or is being used in connection therewith, or (c) have any
      contractual relationship with the Target Company under which they have rights
      against the Target Companies.

    


    
      	3.24	
              Certain
                Payments 

            


    

    


    The
      Target Company, its Officers and Employees, or any other Person acting at the
      direction of the Target Company, have not, directly or indirectly, except for
      transfers of value not exceeding 1,000 RMB per annum to any one Person or
      entity:

    


    
      	 	
              (i)

            	
              made
                any gift or payment of any kind to any Person or entity, private
                or public
                (including but not limited to Governmental Authorities), regardless
                of
                form, whether in money, property, or services (a) to obtain favorable
                treatment in securing business, (b) to pay for favorable treatment
                for
                business secured, (c) to obtain special concessions or for special
                concessions already obtained, for or in respect of the Target Company,
                or

            


    

    


    
      	
            	(ii)	
              established
                or maintained any fund or asset that has not been recorded in the
                books
                and records of the Target Company which might be used for payments
                of the
                kind described in clause (i). 

            


    

    


    
      	3.25	
              Information
                Provided

            


    

    


    
      	 	
              3.25.1

            	
              All
                the documents and information provided to Purchaser in the course
                of the
                legal due diligence by and on behalf of the Sellers, a list of which
                is
                attached hereto as Annex 7.25.1 are true, correct and complete.
                

            


    

    


    
      	 	
              3.25.2

            	
              No
                representation or warranty of the Sellers contained in this Agreement,
                and
                no statement contained in any document, certificate or Schedule furnished
                by or on behalf of the Sellers to Purchaser pursuant to this Agreement,
                omits to state any material fact necessary, in light of the circumstances
                under which it was made, in order to make the statements herein or
                therein
                not misleading

            


    


    
      
        
        

      

      
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