cdiiex-10_3.htm


 












 


Exhibit 10.3


 


[Chinese to English translation]


 


Lingshi Xinghai Magnesium Industry Co., Ltd.


 


Equity Transfer Contract Amendment







Entered by


Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd


(Party A)


And


Taiyuan Yiwei Magnesium Industry Co., Ltd.


 (Party B)


And


Lingshi Xinghai Magnesium Industry Co. Ltd.


(Target Company)


China Direct Industries, Inc.


And


CDI China, Inc.


And


Pine Capital Enterprises, Inc.


And


Yuwei Huang


January 12, 2012






  





  











  













This amendment (the “Amendment”) was entered by and between the following parties on January 12, 2012 by:


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


Authorized Representative of Party A: Yuejian Wang


Title:Chairman


Nationality: U.S. Citizen







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


Authorized Representative of Party B: Yuwei Huang


Title: Chairman


Nationality: China








	
(c)  

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







Authorized Representative of the Target Company: Xiangyun Zhai


Title:Chairman


Nationality: China








	
(d)  

	
CDII: China Direct Industries, Inc., a Florida corporation with its registered address at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441







Authorized Representative of CDII: Yuejian Wang


Title:Chief Executive Officer


Nationality: U.S.








	
(e)  

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







Authorized Representative of CDI China: Yuejian Wang


Title:Chief Executive Officer


Nationality: U.S.








	
(f)  

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












Name: Xiaorui Su


Title: Executive Director


Nationality: China







(g) Yuwei Huang


Nationality: China











  





  











  








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







Through negotiation and consultation, the Parties agree to sign this amendment to the Lingshi Xinghai (“Target Company”) 100% Equity Transfer Contract (“Original Agreement”) dated August 30, 2011.








	
I.  

	
The clause in regards to the closing date under Section 4.3 of the Original Agreement is hereby amended to be February 29, 2012. The Parties agree to delete Section 4.3.1 in the Original Agreement and replace it with:












4.3.1 Closing:   The date of closing (“Closing Date”) of the transactions contemplated by this Contract shall occur following completion of the conditions set forth in Section 4.4, and upon delivery of the Purchase Price as described in Section 4.2 herein. The Closing shall take place at a mutually agreeable time and place but in no event later than February 29, 2012.








	
II.  

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













	
III.  

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


























  





  











  








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


Signature: /s/ James (Yuejian) Wang


Printed Name: James (Yuejian) Wang


English Name:


Title:


Nationality:


 


Party B: Taiyuan Yiwei Magnesium Industry Co. Ltd.


Signature: /s/ Yuwei Huang


Printed Name: Yuwei Huang


English Name:


Title:


Nationality:







Target Company: Lingshi Xinghai Magnesium Industry Co. Ltd.


Signature: /s/ Yuwei Huang


Printed Name: Yuwei Huang


English Name:


Title:


Nationality:







China Direct Industries, Inc.


Signature: /s/  James (Yuejian) Wang


Printed Name: James (Yuejian) Wang English Name:


Title:


Nationality:







CDI China, Inc.


Signature: /s/ James (Yuejian) Wang


Printed Name: James (Yuejian) Wang 

English Name:


Title:


Nationality:







Pine Capital Enterprises Inc.


Signature: /s/ Xiaorui Su


Printed Name: Xiaorui Su


English Name:


Title:


Nationality:







Yuwei Huang


Signature: /s/ Yuwei Huang


Printed Name: Yuwei Huang


English Name:


Nationality: