ex105.htm


    Exhibit
      10.5

     

     (ACQUISITION
      PURCHASE AGREEMENT)

    


    (China.Holdings,.Inc.)

    Party
      A:
      China Holdings, Inc. (USA)

    Party
      B:  Tong Ren Kaiyu Minerals Co. Ltd.

     

    After
      Party A to Party B's 3 minerals properties/mines' survey & investigations.
      ALSO REVIEWED PARTY B'S LEGAL DOCUMENTS, BOTH PARTIES AND SHAREHOLDERS HAVE
      AGREED TO REACH AN AGREEMENT (ACQUISITION PURCHASE AGREEMENT)

     

    CORPORATION
      BASIS 20, 20006 - 2007

     

    PARTY
      A,
      AFTER SIGNED/EXECUTED THIS ACQUISITION PURCHASE AGREEMENT IN 20 DAYS TO PROVIDE
      PARTY B WITH SOME LEGAL DOCUMENTS AND ALSO ENSURE ALL THE LEGAL DOCUMENTS ARE
      LEGALLY FULLY ACCURATELY (PARTY B has provide with some legal documents and
      will
      also provide to PARTY A with FINANCIAL STATEMENTS: 2006- 2007).

     

    Party
      A's
      legal documents list to Party B: delivery to Party B in 20 days/business days
      from October 27, 2007.

     

    
      	
              1.

            	Corporate
              Certificate/License


    

    
      	
              2.

            	
              Corporate  Registration
                Certificate

            


    

    
      	
              3.

            	Corporate
              Tax Re


      	
              4.

            	
              Corporate
                Financial Statement  2006-
                2007

            


    

    
      	
              5.

            	
              BOARD
                RESOLUTION FOR THIS ACQUISITION PURCHASE
                AGREEMENT/DEAL

            


    

    
      	
              6.

            	
              NASD/SEC
                APPROVAL DOCUMENTS : ABOUT CHHL.OB BECAME PUBLIC TRADING ON APRIL18
                2005;

            


    

    
      	
              7.

            	US/SEC/NASD LEGAL DOCUMENTS ABOUT OTCBB US PUBLIC
              TRADING
              COMPANIES;


    

    
      	
              8.

            	
              THIS
                ACQUISITION TRANSACTION COMPLETION PROCESSING: HOW:
                PARTY  A’S  SHARES/CASH PAYMENTS TO PARTY B AND HOW:
                TRANSFER SHARES OF THE PARTY B TO PARTY
                A

            


    

    
      	
              9.

            	
              LEGALLY
                APPROVAL THAT PARTY A’S STOCKS TO PARTY B FOR THIS ACQUISITION PURCHASE
                AGREEMENT ARE “ COMMON  STOCKS” : NOT AS PART OF FUNDS (CHINA
                CONCEPTS)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COORPORATION
      TERMS

     

    PARTY
      A
      WILL PAY FOR A TOTAL OF 300 MILLIONS RMB AS THE TOTAL ACQUISITION PURCHASING
      PRICE TO PURCHASE 100% OF PARTY B’S COMPANY’S SHARES AND ALSO INCLUDE ALL ITS’
OWNED ASSETS: ALL THE MINES/MINERALS PROPERTIES. PAYMENTS FROM PARTY A TO PARTY
      B AS FOLLOWING: 1. 100 MILLIONS RMB WILL BE PAID IN CASH TO PARTY
      B./SHAREHOLDERS; 2.  50 MILLIONS RMB WILL BE PAID AS CHHL.OB’S COMMON
      STOCKS AS VALUED AT 0.05 PER COMMON; 3. FINAL 150 MILLIONS RMB WILL BE PAID
      AS
      CHHL.OB’S COMMON STOCKS AT CLOSING DAYS AVERAGE: 5 DAYS’ BEFORE & 5 DAYS
      AFTER THE “ TRANSACTION CLOSING

     

    PARTY
      A‘S
      ACQUISITION:TO
      PURCHASE THE PARTY B’S ASSETS ARE INCLUDE WITH

     

    
      	
              1.

            	
              TONG
                REN KAI YU MINENRALS CO。 LTD。‘S   2  MINING  EXPLORATION
                LICENSES

            


    

    
      	
              2.

            	
              TONG
                REN Shi BaHuangZhen NeShao Pb-Zn-P Minerals Plant‘S
                2 MINING
                LICENSES FOR MINERALS
                PRODUCTIONS)

            


    

    
      	
              3.

            	
              Gui
                Zhou FuRuiDe MINERALS CO., LTD.‘S  MINING  EXPLORATION  LICENSE

            


    

     

    PARTY
      B HAS PROVIDED TO PARTY A
      WITH THE ABOVE 3 MINERALS PROPERTIES/MINERALS DEPOSITS/VALUES: AS ATTACHED
      DOCUMENT AS "TONG REN AND JAING KO MINE'S MINERALS/DESPOSITS/VALUES REPORT
      (AS
      ATTACHED). FINAL MINERALS DEPOSITS AND VALUES WILL BE DETERMINED AFTER PARTY
      A'S
      FURTHER "MINERALS/MINING FEASIBILITIES STUDY REPORT).

     

    PARTY
      B LEGALLY PROVIDE TO PARTY A WITH LEGAL
      EXCLUSIVE/FIRST REFUSAL RIGHTS FOR THIS ACQUISITION.

    PARTY
      B
      LEGALLY  PROVIDE TO  PARTY
      A   WITH   LEGAL EXCLUSIVE/FIRST REFUSAL
      RIGHTS  FOR  THIS  ACQUISITIO

    EXECUTION
      PROCESSING

     

    
      	
              1.

            	
              PARTY
                A WILL PROVIDE PARTY B WTH ALL THE DOCUMENTS AS REQUESTED IN 20 BUSINESS
                DAYS AFTER SIGNED/EXECUTED THIS ACQUISITION PURCHASING
                AGREEMENT.

            


      	
              2.

            	
              IN
                30 DAYS, PARTY B WILL PROVIDE TO PARTY A WITH FINANCIAL STATEMENT:
                2006 -
                2007; PARTY B ENSURE LEGALLY: THERE IS NO DEBS/LIABILITIES/NO
                LITIGATIONS/NO BANK LOANS AT ALL.

            


    

    
      	
              3.

            	
              PARTY
                A IN 30 DAYS WILL LEGALLY COMPLETE FOR ISSUING PARTY B WITH A TOTAL
                OF 7
                MILLIONS COMMON STOCKS AS THE SECURITIES DEPOSITS BOTH PARTIES AGREE
                TO
                SIGN/EXECUTE FURTHER "ACQUISITION TRANSACTION AGREEMENT "ON THE DELIVER
                DAY IF PARTY A GIVEUP FOR THE ACQUISITION, THEN, PARTY B ALLOW TO
                KEEP FOR
                THE 7 MILLIONS COMMON STOCKS OF PARTY A; IF PARTY B DO NOT COMPLETE
                ITS
                OBLIGATION FOR THIS ACQUISITION, THEN, PARTY A LEGALLY CAN LOCK THE
                7
                MILLION COMMON STOCKS DEPOSITS FOR NOT-FREE TRADING UNTIL CERTAIN
                TERMS
                FULFILLED.

            


    

    
      	
              4.

            	
              IN  45  DAYS:
                PARTY A  WILL START  TO DO THE DUE DILLIGENCE: INCLUDE
                : LEGAL, AUDITED FINANCIAL STATEMENTS, AND MINING FEASIBILITIES STUDIES
                TO
                ENSURE PARTY B/ASSETS/MINES/MINERALS PROPERTIES’ LEGAL , RESOURCES, AND
                FINANCIAL/DEBTS/LIABILITIES, ETC.

            


    

    
      	
              5.

            	
              PARTY
                A IN 60-90  DAYS TO COMPLETE  THE DUE DILLIGENCE ON
                PARTY B: LEGALLY AND AUDITED FINANCIAL STATEMENTS. UPON THE
                LEGAL/FINANCIAL DUE DILLIGENCE COMPLETION, PARTY A AGREES TO PAY
                FOR PARTY
                B WITH 33,000,000 RMB in cash and also CHHL.OB stocks valued as 67,000,000
                RMB. At the mean time, Party B will legally transfer for 33.3% of
                the
                shares of party B & it’s 3 minerals properties/mines/mining licenses:
                along with CHINESE GOVERNMENT’S
                APPROVAL;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              Party
                A in 90 – 180  days approximately to complete the MINING
                FEASIBILITIES STUDIES ON PARTY B’S 3 MINERALS PROPERTIES/3 MINES.
                Upon  the completion, Party A agrees to pay for party B with
                67,000,000 RMB in cash plus CHHL.OB common stocks as the values as
                133,000,000 RMB; at the mean time, Party B will legally transfer
                for 66.7%
                of the shares of party B & it’s 3 minerals properties/mines/mining
                licenses: along with CHINESE GOVERNMENT’S
                APPROVAL;

            


    

    
      	
              7.

            	
              INFORMATION/DOCUMENTS
                TRANSFER WORKS

            


    

     

    Later
      Stage investments. UPON THE FINAL TRANSACTION  COMPLETION FOR THIS
      ACQUISITION, PARTY A WILL RESPONSIBLE FOR FURTHER PROJECTS/MINES DEVELOPMENT
      INVESTMENTS/CAPITALS.

     

    LATER
      STAGE MANAGEMENT: IF PARTY A NEED/REQUEST, PARTY B WILL ASSIST TO MANAGE THESE
      MINERALS PROPERTIES/COMPANIES, ETC. 

     

    EFFECTIVE:
      IF IN NO.4: PARTY A DID.DO NOT FOLLOW UP THE TERMS, THEN, IT WILL BECOME
      IN-EFFECTIVE;

     

    ALL
      THE
      PROCESSING/TRANSACTIONS HAVE TO BE LEGALLY FOLLOW UP CHINA LAWS AND
      REGULATIONS.

     

    PROCEDURES/APPROVAL.
      SINCE PARTY A IS FOREIGN ENTITY, PARTY A WILL BE REPORTING TO CHINESE GOVERNMENT
      FOR LEGAL APPROVAL FOR THE ACQUISITION TRANSACTIONS. IF DUE TO GOVERNMENT
      POLICIES, THEN PARTY A WILL TAKE ITS’ OWN RESPONSIBILITIES.

     

    TAX:
      BOTH
      PARTIES WILL TAKE CARE ITS OWN TAX RESPONSIBILITIES AND FOLLOW UP CHINA TAX
      LAWS
      AND REGULATIONS.

     

    BEFORE
      THE TRANSACTION COMPLETION, PARTY A’S DUE DILLIGENCES/ALL THE EXPENSES WILL BE
      RESPONSIBLE BY PARTY A ITSELF.

     

    IN
      THE
      PROCESSING WHEN PARTY A PAY TO PARTY B FOR THE TOTAL 300 MILLION RMB’S
      PROCESSING: PARTY A PURCHASED PARTY B AND IT’S ASSETS: 3 MINES/MINERALS
      PROPERTIES/MINING LICENSES/EXPLORATIONS LICENSES WILL BE PROPTIONALLY TRANSFER
      THE “ SHARES/OWNERSHIP” FROM PARTY B TO PARTY A; UPON THE PAYMENT COMPLETION:
      ALL 100% OWNERSHIP OF PARTY B/ IT’S ASSETS: 3 MINES/MINERALS PROPERTIES/MINING
      LICENSES/EXPLORATIONS LICENSES WILL BE FULLY LEGALLY TRANSFERRED TO PARTY
      A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOT-FULFIL
      TERMS: RESPONSIBILITIES

     

    PARTY
      A:
      IF NOT FULFIL ITS RESPONSIBLITIES IN THIS ACQUISITION AGREEMENT ( NO.4): THEN
      PARTY B CAN KEEP FOR THE 7 MILLIONS COMMON STOCKS SECURITIES DEPOSITS: PARTY
      A
      CAN’T LEGALLY STOP THE STOCKS BECOME FREE TRADING; IF PARTY B DID/DO NOT FOLLOW
      UP THE TERMS. THEN PARTY B HAS TO RETURN TO PARTY A FOR THE 7 MILLIONS COMMON
      STOCKS: PARTY A HAS LEGAL RIGHTS TO STOP/LEGALLY LOCK ALL THESE 7 MILLIONS
      COMMON STOCKS DESPOSIT AS : NON-TRADING/LEGAL RESTRICTION.

     

    IN
      THE
      PROCEING, IF ANY PARTIES DID/DO NOT FOLLOW UP CHINA LAWS/REGULATIONS, EACH
      PARTY
      HAS TO TAKE ITS OWN RESPONSIBILITIES.

     

    ARBITRATION:
      IF THERE IS ANY DIPUTE, THE ARBITRATION WILL BE HOLD IN BEIJING
      COURT

    ANY
      UN-DETERMINED TERMS, BOTH PARTIES CAN DISCUSSED TO
      RESOLVE.

    THIS
      ACQUISITION PURCHASE AGREEMENT HAVE 4 ORIGINAL COPIES AND BOTH PARTY HAVE 2
      ORIGINAL COPIES AGREEMENT.

     

    
      	PARTY
              A: (China
              Holdings, Inc.) 	 	 	PARTY
              B:	 
	CEO/JULIANNALU 	 	 	CEO/LVBENHAI	 
	
              AUTHORIZED

            	 	 	
              AUTHORIZED

            	 
	SIGNED/SEALED	 	 	SIGNED/SEALED	 
	 	 	 	 	 
	
              101
                Convention Center Drive,  Suite700

            	 	 	CHINA
              GUIZHOU TONG REN BAI HUANG ZHENG.	 
	Las  vegas,NV89107-2001USA 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Name

            	 	 	
              Name 

            	 
	
              Title 

            	 	 	
              Title

            	 
	 	 	 	 	 
	DATE: OCT27
              2007  	 	 	DATE: OCT27
              2007