Exhibit 4.5




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TABLE OF CONTENTS
 SHARE PURCHASE AGREEMENT
    
    
    1WITNESSETH:
    
    
    1ARTICLE I
    
    
    1Definitions
    
    
    1ARTICLE II
    
    
    5Transactions; Terms Of Share Purchase; Manner Of Purchase
    
    
    52.1 Purchase Of Shares
    
    
    52.2 Time And Place Of Closing
    
    
    52.3 Effective Time
    
    
    52.4 Delivery Of Shares
    
    
    52.5 Legending Of Securities
    
    
    62.6 Lost, Stolen Or Destroyed Certificates
    
    
    6ARTICLE III
    
    
    6Representations And Warranties Of The Company
    
    
    63.1 Organization
    
    
    63.2 Authorization; Enforceability
    
    
    63.3 No Violation Or Conflict
    
    
    73.4 Consents Of Governmental Authorities And Others
    
    
    73.5 Conduct Of Business
    
    
    73.6 Litigation
    
    
    73.7 Compliance
    
    
    7ARTICLE IV
    
    
    8Representations And Warranties Of China Luxuriance and the China Luxuriance Shareholder
    
    
    84.1 Organization
    
    
    84.2 Authorization; Enforceability
    
    
    84.3 No Violation Or Conflict
    
    
    84.4 Consents Of Governmental Authorities And Others
    
    
    84.5 Litigation
    
    
    94.6 Brokers
    
    
    94.7 Compliance
    
    
    94.8 Charter, Bylaws And Corporate Records
    
    
    94.9 Capitalization
    
    
    94.10 Subsidiaries
    
    
    94.11 Rights, Warrants, Options
    
    
    104.12 Conduct Of Business
    
    
    104.13 Taxes
    
    
    11
 i




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4.14 Environmental Matters
    
    
    114.15 Financial Statements
    
    
    124.16 Absence Of Undisclosed Liabilities
    
    
    124.17 Employment Agreements; Employee Benefit Plans And Employee Payments
    
    
    124.18 Intellectual Property
    
    
    134.19 Properties
    
    
    134.20 Disclosure
    
    
    13ARTICLE V
    
    
    13Additional Agreements
    
    
    135.1 Survival Of The Representations And Warranties
    
    
    135.2 Investigation
    
    
    135.3 China Luxuriances Indemnification
    
    
    145.4 Limitations On China Luxuriances Indemnification From the Company
    
    
    145.5 The Companys Indemnification
    
    
    145.6 Limitations On the Companys Indemnification
    
    
    145.7 Indemnity Procedures
    
    
    15ARTICLE VI
    
    
    16Closing; Deliveries; Conditions Precedent
    
    
    166.1 Closing; Effective Date
    
    
    166.2 Deliveries
    
    
    166.3 Conditions Precedent To The Obligations Of China Luxuriance And The China Luxuriance Shareholder
    
    
    176.4 Conditions Precedent To The Obligations Of The Company
    
    
    186.5 Best Efforts
    
    
    19ARTICLE VII
    
    
    19Covenants
    
    
    197.1 General Confidentiality
    
    
    197.2 General
    
    
    19ARTICLE VIII
    
    
    20Miscellaneous
    
    
    208.1 Notices
    
    
    208.2 Entire Agreement; Incorporation
    
    
    218.3 Binding Effect
    
    
    218.4 Assignment
    
    
    218.5 Waiver And Amendment
    
    
    218.6 No Third Party Beneficiary
    
    
    218.7 Severability
    
    
    22
 ii




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8.8 Expenses
    
    
    228.9 Headings
    
    
    228.10 Other Remedies; Injunctive Relief
    
    
    228.11 Counterparts
    
    
    228.12 Remedies Exclusive
    
    
    228.13 Governing Law
    
    
    228.14 Jurisdiction And Venue
    
    
    238.15 Participation Of Parties
    
    
    238.16 Further Assurances
    
    
    238.17 Publicity
    
    
    238.18 No Solicitation
    
    
    23ExhibitsExhibit A    The Cooperation Agreements referenced in Section 4.10Exhibit B    Financial Statements of China Luxuriance referenced in Section 4.15Exhibit C    Form of Opinion of Counsel of China Luxuriance referenced in Section 6.2 (b)(iv)
 iii




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SHARE PURCHASE AGREEMENT
  WITNESSETH:
    ARTICLE I
 Definitions
  Affiliate
 Agreement
 1




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##### 



Certificates
 China Luxuriance Common Stock
 China Luxuriance Loss
 China Luxuriance Shareholder
 Closing
 Closing Date
 Code
 Commission
 Company Common Stock
 Company Loss
 Confidential Information
 Cooperation Agreements
 Effective Time
 Environmental Laws
 Exchange Act
 Financial Statements
 GAAP
 Guaranty
 2




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Indemnified Party
 Indemnifying Party
 Intellectual Property
 Investments
 Knowledge
 Law Laws
 Liabilities
 Litigation
 Material Adverse Effect
 Periodic Reports
 3




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Person
 Sale
 Sale Consideration
 Sale Documents
 Securities Act
 Subsidiary
 Tax Taxes
 Tax Returns
 Trademarks
 Trade Secrets
  4




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ARTICLE II
 Transactions; Terms of Share Purchase; Manner of Purchase
 Purchase of Shares.
      Time and Place of Closing.
 Effective Time.
 Delivery of Shares.
 5




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##### 



Legending of Securities
  Lost, Stolen or Destroyed Certificates
 ARTICLE III
 Representations and Warranties of the Company
  Organization.
 Authorization; Enforceability.
 6




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##### 



No Violation or Conflict.
 Consents of Governmental Authorities and Others
 Conduct of Business.
 Litigation.
 Compliance
 7




---



##### 



ARTICLE IV
 Representations and Warranties of China Luxuriance  and the China Luxuriance Shareholder
  Organization.
 Authorization; Enforceability
 No Violation or Conflict
 Consents of Governmental Authorities and Others.
 8




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##### 



Litigation.
 Brokers
 Compliance
 Charter, Bylaws and Corporate Records
 Capitalization.
 Subsidiaries.
 9




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##### 



Exhibit A
 Rights, Warrants, Options.
 Conduct of Business
 10




---



##### 



Taxes
       Environmental Matters
 11




---



##### 



Financial Statements. Exhibit B
 Absence of Undisclosed Liabilities
 Employment Agreements; Employee Benefit Plans and Employee Payments
 12




---



##### 



Intellectual Property.
   Properties.
 Disclosure.
 ARTICLE V
 Additional Agreements
 Survival of the Representations and Warranties
 Investigation.
 13




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##### 



China Luxuriances Indemnification.
 Limitations on China Luxuriances Indemnification from the Company.
 The Companys Indemnification
 Limitations on the Companys Indemnification.
 14




---



##### 



Indemnity Procedure.
    15




---



##### 



ARTICLE VI
 Closing; Deliveries; Conditions Precedent
 Closing; Effective Date
 Deliveries
       16




---



##### 



Conditions Precedent to the Obligations of China Luxuriance and the China Luxuriance
Shareholder
    17




---



##### 



Conditions Precedent to the Obligations of the Company
       18




---



##### 



Best Efforts.
 ARTICLE VII
 Covenants
 General Confidentiality
 General.
 19




---



##### 



ARTICLE VIII
 Miscellaneous
 Notices.
 If to the Company:
    
    Qiao Xing Universal Telephone, Inc.Qiao Xing Science Industrial ParkTang QuanHuizhou City, Guangdong,Peoples Republic of China 516023Attn: Rui Lin WU, ChairmanTelephone:     (011) 86-752-2820-268Facsimile:      (011) 86-752-2820-268With a copy to:
    
    Andrew N. Bernstein, P.C.5445 DTC Parkway, Suite 250Greenwood Village, Colorado 80111Attn: Andrew N. Bernstein, Esq.Telephone:     303-770-7131Facsimile:      303-770-7332If to China Luxuriance orThe China Luxuriance Shareholder:
    
    China Luxuriance Jade Company, Ltd.20/F., No. 633 Kings RoadNorth Point, Hong KongAttn: Rui Lin WU, ChairmanTelephone:      (011) 852-3900-1000Facsimile:       (011) 852-3900-1001
 20




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##### 



Entire Agreement; Incorporation
 Binding Effect.
 Assignment.
 Waiver and Amendment
 No Third Party Beneficiary
 21




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##### 



Severability.
 Expenses.
 Headings.
 Other Remedies; Injunctive Relief
 Counterparts.
 Remedies Exclusive.
 Governing Law.
 22




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##### 



Jurisdiction and Venue.
 Participation of Parties.
 Further Assurances.
 Publicity.
 No Solicitation.
 23




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##### 



[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
 24




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IN WITNESS WHEREOF
 QIAO XING UNIVERSAL TELEPHONE, INC.
    
    
    
    CHINA LUXURIANCE JADE COMPANY LTD.By:
    
    /s/RUI LIN WU

Rui Lin WU
    
    
    
    By:
    
    /s/RUI LIN WU

Rui Lin WUChairman
    
    
    
    
    
    ChairmanTHE CHINA LUXURIANCE SHAREHOLDER/s/RUI LIN WURui Lin WU
 25




---



##### 



EXHIBIT A
 THE COOPERATION AGREEMENTS
REFERENCED IN SECTION 4.10




---



##### 



Exhibit A-1
 Project
Moly
 Chi Feng Hao Zhou Mining Co., Ltd.
 And
 Chi Feng Zhong Tai Mining Co., Ltd.
 Long-term Cooperation Agreement
 November 27, 2008




---



##### 



This Agreement
   [ ]
 [ ]




---



##### 



Article 1 General Agreement
 1.1.
    
    Party A agrees that, during the valid term of this Agreement, Party A shall sell to Party
B copper and molybdenum minerals, fine powder and/or other related metallic minerals and fine
powder product (Agreement Product) that Party A manufactures to Party B in accordance with
the quantity and variety that Party B requests. Party A and Party B further agree that, Party
A has the obligation to sell all of the Agreement Product it manufactures to Party B and Party
B has the right to require Party A to sell all of the Agreement Product it manufactures to
Party B. Party A shall use its best efforts to satisfy the requirements made by
Party B, provided that such requirements are allowed under the current laws and
regulations.1.2.
    
    Party B hereby agrees that it shall make an advance payment of accumulatively not more
than RMB three hundred millions (RMB 300,000,000) Yuan based on the actual needs of Party A
(hereinafter referred to as Party B Advancement Payment) within two (2) months from the
effectiveness of this Agreement, provided that Party A shall carry out its obligations
hereunder continuously and appropriately; Party A agrees and promises that it shall reasonably
utilize Party B Advancement Payment, and shall utilize such Party B Advancement Payment
exclusively for the purposes of mine
exploration.infrastructure, exploition and production of the
Agreement Products. Such Party B Advancement Payment shall be used to set off a portion of the
payment made by Party B to Party A in the transactions hereafter (hereinafter referred to as
Product Prices). No additional payment shall be made by Party B to Party A (including but
not limited to the Product Prices contained under Article 2, Article 3 and Article 4
hereunder), until the Party B Advancement Payment has been completely set off against the
Product Prices.1.3.
    
    Whereas Party B shall pay Party A such an enormous amount of advance payment, Party A
agrees to procure its shareholders to pledge all of their shares of Party A to Party B, and
Party A also agrees to procure its shareholders to make the relevant record filing with the
local administration of industry and commerce for such pledged shares. The details of said
share pledge agreement can be seen as Exhibit 1.3.1.4.
    
    Without the prior written consent by Party B, Party A cannot
provide any Agreement Product to any third party other than Party B by any means unless it
 2




---



##### 



is a mandatory requirement under the current laws and regulations.1.5.
    
    Party A agrees that, within 210 days from the execution of this Agreement, it shall
obtain all the necessary qualification and approval documents for the exploitation and
dressing from the competent government authorities, including but not limited to: mining
certificate, approval for project investment regarding facilities selection for mines,
approval for the environmental impact report, environmental protection and inspection
investigation report upon completion of project, safe production certificate and all the other
relevant qualifications and approvals.
 Article 2 Calculation of the Price of the Product
 2.1.
    
    Both Parties agree that, when carrying out each specific
sales transaction for the Agreement Product according to Party Bs requirements, the unit price, quantity and total
price of the Agreement Product shall be subject to the numbers provided in the
procurement order for each specific sales transaction; in light of the fact that the
advance payment made to Party A by Party B under Article 1.2 of this Agreement increases
the cash flow of Party A, satisfies the manufacturing and construction needs of Party A
for certain stage, and helps Party A moving forward in a better direction, Party A hereby
agrees that the prices for the Agreement Product contained in the procurement orders for
each specific sales transaction could be determined by Party B, provided that Party A can
realize a profit rate of not more than 2%.
 Article 3 Payment of the Product Price
 3.1
    
    Both Parties agree that, when carrying out each specific sales transaction, the price,
payment method, payment term of the Agreement Product shall be subject to the procurement
order signed by both Parties for each sales transaction, and such price, payment method and
payment term shall be determined by Party B based on the principle of fairness, and Party B
shall notify Party A in writing in advance of such price, payment method and payment term.3.2
    
    Party B shall pay for the transaction payment through bank wire transfer or other
commonly used methods in the industry according to the relevant stipulations hereunder.
 3




---



##### 



Article 4 Transportation and Delivery of the Product
 4.1
    
    Time for Shipment and Delivery of the Product: Party A shall ship the product within five
(5) business day(s) to Party B from the date of (1) the receipt of the procurement order placed
by Party B and (2) the receipt of payment 10% of the product price payment made by Party B.4.2
    
    Transportation: The Parties agree that Party B shall be responsible for the
transportation arrangement of the Agreement Product.4.3
    
    Fee for the Transportation: Party B shall be responsible for all transportation fees.
 Article 5 Standard of the Product Quality
 5.1
    
    Both Parties understand and agree that the quality standard of the Agreement Product
shall be as that attached in Exhibit 5.1.5.2
    
    Both Parties understand and agree that Party B shall enter into a prior written agreement
with Party A if Party B has any special requirement on the quality of the Agreement Product.
 Article 6 Inspection and Acceptance of the Product
 6.1
    
    Both Parties agree that Party B shall check and inspect the goods according to the quality
standard of the product stipulated in Article 5 of this Agreement when picking up the goods
(Inspection of Goods). The detailed procedure for the Inspection of Goods is as follows:
 (1)
    
    Sampling: Party A and Party B shall randomly select a comprehensive sample from
the Agreement Product delivered at that batch and divide the comprehensive sample into
three samples, among which the first sample shall be retained for inspection by Party
A, the second sample shall be retained for inspection by Party B and the third sample
shall be jointly sealed by Party A and Party B as the sample for arbitration;(2)
    
    Testing: Party A and Party B shall test the sample that is obtained from the
Agreement Product respectively. ;(3)
    
    Comparison of the Testing Results: Party A shall compare its testing
results with those of Party B. If the difference between the two
 4




---



##### 



comparison results are within the ordinary permissible range for error as defined
under Exhibit 6.1 (3), then both Party A and Party B shall settle the account
according to the settlement standard agreed upon under this Agreement; if the
difference between the two comparison results exceed the normal permissible range
for error as defined under Exhibit 6.1 (3), then Party A and Party B shall submit
the arbitration sample they jointly sealed to the arbitration authorities [with
relevant National testing qualification] for arbitration.(4)
    
    Arbitration: after the arbitration authorities [which has the relevant National
testing qualification] conduct testing on the product quality for the sample that is
obtained from the Agreement Product jointly sealed by both Party A and Party B, Party
A and Party B shall decide the product quality of the Agreement Product delivered for
this batch according to the arbitration testing results, and shall settle the payments
accordingly.
 Article 7 The Validity and Term of the Agreement
 7.1
    
    This Agreement is executed on the date first written above and shall become effective
simultaneously.7.2
    
    Both Parties understand and agree that, the term of this Agreement is eighteen (18) years
and after the expiration of this Agreement, this Agreement will automatically renew for
another ten (10) years if either party fails to object to renewal in writing or fails to
express such intent of objection to the renewal.
 Article 8 Liabilities for Breach
 8.1
    
    Deferred Delivery: If Party A fails to deliver the product before the performance deadline
as provided in the procurement order for each individual sales transaction as agreed by the
Parties, Party A shall pay to Party B a late fee at a rate of 0.05 % of the total amount of the
payment for each day of late delivery.8.2
    
    Deferred Payment: If Party B fails to make payment for the products in accordance with
the stipulations under Article 3 of this Agreement to Party A, then Party B shall pay to
Party A for a late fee at a rate of 0.05 % of the total amount of payment for the product for
each day of late payment.8.3
    
    If any Party breaches this Agreement and makes this Agreement unenforceable or causes
damages to the other Party, the breaching Party shall assume responsibility and compensate for
the loss accordingly.
 5




---



##### 



Article 9 Representations and Warranties
 9.1
    
    Both Parties are legally incorporated and validly existing legal entities, which are
entitled to engaging in the current business, executing this agreement and performing its
relevant obligations hereunder. Party A holds the relevant mining certificate (as shown in
Exhibit 9.1) which is necessary for the business operation of mineral mine (such mines
location is at Er Dao Ying Zi, Ba Lin Zuo Qi Si Fang Cheng Xiang, Chifeng City, Inner Mongolia)
when executing this Agreement, and Party A undertakes to obtain the relevant qualification and
approval documents for the exploitation and dressing of mineral mine mentioned above within 210
days from the execution of this Agreement.9.2
    
    The execution, performance or completion of the transaction stipulated herein does not
violate any laws, regulations, rules, judgments or other provisions applying to or restricting
either party, nor does such execution, performance or completion constitutes a breach of any
agreements where either party is a party or any other agreements.9.3
    
    Both Parties hereby confirm that this Agreement is based on the principles of equality and
mutual benefit and the provisions herein are fair and reasonable.
This Agreement constitutes the entirety of all the subject matters for both
Parties under this Agreement.9.4
    
    This Agreement will become effective and enforceable immediately upon execution by
both Parties.
 Article 10 Force majeure
 10.1
    
    If either Party cannot fully or partially perform the obligations hereunder for the
reason of force majeure, the performance of such obligation shall be suspended during the
period of force majeure event, and such non-performance shall not be deemed as a breach of
contract and such party shall not be liable for breach of contract for such non-performance.10.2
    
    Upon the occurrence of the force majeure event provided in Article 10.1, the party
alleging to be affected shall, within ten (10) business days since the occurrence of the
event, notify the other party about the force majeure event and the extent of possible impact
on the other party, by telegram, facsimile or telex, and shall provide the other party with
proper evidence for the force
 6




---



##### 



majeure event and its lasting period, via courier or registered mail, within fifteen
(15) business days since the happening of the force majeure event. Meanwhile, the
Party alleging to be affected has the obligation to use all reasonable efforts to
eliminate or minimize the impact and damage caused by such force majeure event.10.3
    
    Both Parties shall immediately resume performing their respective obligations when the
force majeure event stipulated in Article 10.1 terminates. If the force majeure event lasts
for thirty (30) business days or more and still doesnt disappear, then the Parties shall
engage in friendly consultation, and modify or terminate this Agreement according to the
practical situation.
 Article 11 Applicable Law and Dispute Resolution
 11.1
    
    This agreement is governed and interpreted by the laws in the PRC.11.2
    
    Any dispute arising from the interpretation and performance of this agreement shall be
first settled by friendly consultation between the Parties. If the dispute cannot be solved
within thirty (30) days since the start of the consultation or for any other longer period
which both Parties agree, either Party may submit such dispute to China International Economic
and Trade Arbitration Commission for arbitration according to the rules in Beijing. The
arbitration award will be final and shall be binding upon both Parties hereto.
Both Parties agree to be bound by the award and carry out the award accordingly. When
any dispute arises or the arbitration for any dispute is still pending, both Parties
shall have the rights and obligations to exercise the remaining rights and obligations
of this Agreement except for the matters that are in dispute.
 Article 12 Notice
 12.1
    
    All notices under this Agreement shall be made in writing to the contact person of the
Parties listed below via facsimile, registered mail or overnight courier. All
notices/clarifications shall be deemed to be made on the date when the fax is sent (with
proper fax confirmation) or when the registered mail or courier is received.The addresses and fax numbers for the Parties are as follows:Party A: Chifeng Haozhou Mining Co., Ltd.
 7




---



##### 



Address: South of Daming Street and West of Tianyi Road, Xincheng District, Chifeng
City (Third floor of Fortune Plaza, Tower B)Post Code: 024000
 Tel: 86-0476-8823001
 Fax: 86-0476-8823615
 Contact Person: WU RuilinParty B: Chi Feng Zhong Tai Mining Co., Ltd.Address: Third floor of Baisite Fortune Plaza, Tower B, Xincheng District, Chifeng CityPost Code: 024000Tel: 86-476-8823002Fax: 86-476-8823010Contact Person: WANG Zhentian
 12.2
 Article 13 Miscellaneous
 13.1
    
    Modification and Supplement to this Agreement: both Parties shall modify and supplement
this Agreement in the form of a written agreement. The modification and supplementary
agreements to this Agreement, upon proper execution by the Parties, are integral part of this
Agreement, and shall have the same legal force and effect as this Agreement.
 8




---



##### 



13.2
    
    Any modification or supplement to this Agreement shall be made by the authorized
representatives of the Parties in writing.13.3
    
    In light of the fact that this Agreement is a long-term and resources based cooperation
agreement, and involves a large amount of transactions and transportation for resources
product, if, during the performance of this Agreement, the Parties need to make further
arrangement or agreement with respect to the specifications of the performance, the Parties
shall timely make such arrangement or reach an agreement on the principle of good faith and
according to the industry practice.13.4
    
    In light of the fact that Party B shall make an enormous amount of advance payment to
Party A, the successful and continued performance of this Agreement is of great
significance to Party B, Party A hereby agrees to procure proper protective measures for
the performance of this Agreement.13.5
    
    This Agreement is written in Chinese in four (4) copies, which shall have the same legal
effect. Party A and Party B shall each hold two (2) copies.
  9




---



##### 








---



##### 



Mo(%)Notless
    

The content of is impurities not bigger than (%)Class
    
    Type
    
    than
    
    SIO2
    
    As
    
    Sn
    
    p
    
    Cu
    
    Pb
    
    CaOSecond class
    

1st Type
    
    
    45
    
    
    
    12.0
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.30
    
    
    
    0.50
    
    
    
    3.302nd Type
    
    
    45
    
    
    
    13.0
    
    
    
    0.06
    
    
    
    0.06
    
    
    
    0.04
    
    
    
    0.30
    
    
    
    0.30
    
    
    
    2.003rd
Type
    
    
    45
    
    
    
    6.0
    
    
    
    0.25
    
    
    
    0.15
    
    
    
    0.15
    
    
    
    1.50
    
    
    
    1.50
    
    
    
    2.00




---



##### 



Contents of oil and water
    
    Ordinary permissible range for error0.10 ~ 0.50
    
    
    0.05>0.50 ~ 2.00
    
    
    0.10>2.00 ~ 5.00
    
    
    0.20>5.00 ~ 10.00
    
    
    0.40>10.00
~ 20.00
    
    
    0.60
   The weight percentage of molybdate /%
    
    Ordinary permissible range for error/%40 ~ 50
    
    0.35>50
    
    0.40




---



##### 



1.
    
    mining certificate;2.
    
    approval for project investment regarding facilities selection for mines;3.
    
    approval for the environmental impact report;4.
    
    environmental protection and inspection investigation report upon
completion of project, and5.
    
    safe production certificate.




---



##### 



3




---



##### 



Exhibit A-2
 Supplemental Agreement to Long-term Cooperation Agreement
 This Supplemental Agreement
   
     Long-term
Cooperation Agreement
  Article 1
  1




---



##### 



Article 2
  Article 3
   2




---



##### 








---



##### 



EXHIBIT B
 FINANCIAL STATEMENTS OF CHINA LUXURIANCE
REFERENCED IN SECTION 4.15




---



##### 



China Luxuriance Jade Company Ltd and its Subsidiaries
Condensed Consolidated Profit and Loss Account
For eleven months ended 30 November
 2008RMB
    
    
    US$Net sales
    
    
    
    
    
    
    Cost of goods sold
    
    
    
    
    
    
    Gross profit
    
    
    
    
    
    
    Operating expenses:General and administrative expenses
    
    
    (1,334,777
    )
    
    
    (191,814
    )Total operating expenses
    
    
    (1,334,777
    )
    
    
    (191,814
    )Income from operation
    
    
    (1,334,777
    )
    
    
    (191,814
    )Non-operating income (expenses):
    
    
    
    
    
    
    Interest income
    
    
    338
    
    
    
    49Net non-operating income (loss)
    
    
    338
    
    
    
    49Income before income tax
    
    
    (1,334,439
    )
    
    
    (191,766
    )Provision for income tax
    
    
    
    
    
    
    Income before minority interests
    
    
    
    
    
    
    Minority interest
    
    
    
    
    
    
    Net income (loss) before
extraordinary items
    
    
    
    
    
    
    Extraordinary items:
    
    
    
    
    
    
    Net income (loss)
    
    
    (1,334,439
    )
    
    
    (191,766
    )Retained earnings (deficits) b/f
    
    
    (395,080
    )
    
    
    (56,775
    )Retained earnings (deficits) c/f
    
    
    (1,729,519
    )
    
    
    (248,541
    )




---



##### 



China Luxuriance Jade Company Ltd and its Subsidiaries
Condensed Consolidated Balance Sheet
 November, 302008RMB
    
    
    US$ASSETSCURRENT ASSETSCash and cash equivalents
    
    
    4,797,307
    
    
    
    702,861Inventories
    
    
    807,762
    
    
    
    118,346Prepaid expenses
    
    
    212,273
    
    
    
    31,100Other receivables
    
    
    2,302,923
    
    
    
    337,405Due from related parties
    
    
    41,282,794
    
    
    
    6,048,407TOTAL CURRENT ASSETS
    
    
    49,403,059
    
    
    
    7,238,119NON-CURRENT ASSETS
    
    
    
    
    
    
    Fixed assets, net
    
    
    3,128,895
    
    
    
    458,419Construction-in-progress
    
    
    91,248,340
    
    
    
    13,368,937Intangible assets
    
    
    78,200,000
    
    
    
    11,457,204TOTAL NON-CURRENT ASSETS
    
    
    172,577,235
    
    
    
    25,284,560TOTAL ASSETS
    
    
    221,980,294
    
    
    
    32,522,679LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS EQUITY
    
    
    CURRENT LIABILITIES
    
    
    
    
    
    
    Other payables
    
    
    45,790,258
    
    
    
    6,708,802Accrued liabilities
    
    
    117,808
    
    
    
    17,260Due to related parties
    
    
    46,552,728
    
    
    
    6,820,513Taxation payable
    
    
    1,283
    
    
    
    188TOTAL CURRENT LIABILITIES
    
    
    92,462,077
    
    
    
    13,546,763LONG-TERM LIABILITIES
    
    
    
    
    
    
    TOTAL NON-CURRENT LIABILITIES
    
    
    
    
    
    
    TOTAL LIABILITIES
    
    
    92,462,077
    
    
    
    13,546,763MINORITY INTEREST
    
    
    
    
    
    
    SHAREHOLDERS EQUITYShare capital
    
    
    131,247,736
    
    
    
    19,229,311Cumulative translation adjustments
    
    
    
    
    
    
    (4,854
    )Retained earnings (deficits)
    
    
    (1,729,519
    )
    
    
    (248,541
    )TOTAL SHAREHOLDERS EQUITY
    
    
    129,518,217
    
    
    
    18,975,916TOTAL LIABILITIES & SHAREHOLDERS EQUITY
    
    
    221,980,294
    
    
    
    32,522,679




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EXHIBIT C
 FORM OF OPINION OF COUNSEL OF CHINA LUXURIANCE
REFERENCED IN SECTION 6.2(b)(iv)




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Legal Opinion
 To
 Date:
  PRC
 (Haozhou Co  (Luxuriance Jade
Co  (Taiherui Co  (Zhongtai Co




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I.
    
    For the purpose of this legal opinion, we have examined the photocopies of the following
documents in relation to Mr. Wu Ruilin:
 a)
    
    His PRC National Identity Card dated January 23, 2007 and issued by
Huicheng Branch of Huizhou Municipal Public Security Bureau.
 II.
    
    For the purpose of this legal opinion, we have examined the photocopies of the following
documents in relation to Ms. Yu Lulu:
 a)
    
    Her PRC National Identity Card dated October 24, 2005 and issued by
Shinan Branch of Qingdao Municipal Public Security Bureau.
 III.
    
    For the purpose of this legal opinion, we have examined the photocopies of the following
documents in relation to Haozhou Co:
 a)
    
    Its current Business License with Registration No. 1504000000051 dated
March 17, 2008 and issued by Chifeng City Administration of Industry and Commerce;b)
    
    Its Application Form for Amendment Registration stamped on June 24, 2008;c)
    
    Its Tax Registration Certificate with Registration No. Nei Di Shui Zi
15040476785973-4 Hao dated September 4, 2007 and issued by Local Tax Bureau of
Songshan District of Chifeng City;d)
    
    Its Tax Registration Certificate with Registration No. Nei Guo Shui Zi
15040476785973-4 Hao dated September 12, 2007 and issued by National Tax
Bureau of Songshan District of Chifeng City;e)
    
    The Capital Verification Report with Reference No. Chi De Hui Yan Zi
(2004) No. 14 dated November 4, 2004 issued by Chifeng De Zheng United Accounting
Firm Co., Ltd.;f)
    
    Its Organization Code Certificate with Registration No. Zu Dai Guan
150400-013325 dated August 31, 2007 and issued by Chifeng
Administration of Quality Supervision;
 2




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g)
    
    The Form indicating Haozhou Cos current condition dated November 7, 2008 and
issued by Chifeng City Administration of Industry and Commerce;h)
    
    Its Mineral Exploration License with reference No. Tl5120081002016553 dated October 9, 2008 and issued by Inner Mongolia Autonomous
Region Department of Land and Resources and Chifeng Bureau of Land and Resources;i)
    
    Its Certificate of Approval on Storage of Dynamite with
reference No. Zuo Gong
Bao Zheng Zi No. 024 dated October 30, 2007 and issued by Ba Lin Zuo County Public
Security Bureau;j)
    
    Its Certificate of Approval on Usage of Dynamite with reference No. of Zuo Gong Bao
Zheng Zi No. 024 dated October 30, 2007 and issued by Ba Lin Zuo County Public Security
Bureau.
 IV.
    
    For the purpose of this legal opinion, we have examined the photocopies of the following
documents in relation to Luxuriance Jade Co:
 a)
    
    Its Certification of Registration of Non-Hong Kong Company with
Registration No. F16307 dated July 25, 2008 and issued by Registrar of Companies of
Hongkong;b)
    
    Its Certified Register of Directors and Register of Members dated January
19, 2008.
 V.
    
    For the purpose of this legal opinion, we have examined the photocopies of the following
documents in relation to Taiherui Co:
 a)
    
    Its current Business License with Registration No. 441300400024197 dated
February 5, 2009 and issued by Huizhou City Administration of Industry and Commerce;b)
    
    Its Certificate of Approval for Establishment of Enterprises with Foreign
Investment with Approval No. of Shang Wai Zi Yue Hui Wai Zi Zheng Zi[2008]0204 Hao
dated November 5, 2008 and issued by Peoples Government of Guangdong Province;c)
    
    Its Tax Registration Certificate with Registration No. Yue Di Shui Zi
44130268063177X Hao dated November 27, 2008 and issued by Huizhou City
Local Tax Bureau;
 3




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d)
    
    Its Tax Registration Certificate with Registration No. Yue Guo Shui Zi
44130268063177X Hao dated December 1, 2008 and issued by Huizhou City National Tax
Bureau;e)
    
    Its Certificate of Foreign Exchange Registration with Registration No.
00254374;f)
    
    Its Organization Code Certificate with Registration No. Zu Dai Guan
441300-051063 dated November 13, 2008 and issued by Huizhou Administration of
Quality Supervision;g)
    
    The Form indicating Taiherui Cos current condition dated February 16, 2009 and
issued by Huizhou City Administration of Industry and Commerce;h)
    
    Its Capital Verification Report for year 2009 with Reference No. Jun He Kuai Yan
Zi[2009]005 Hao dated January 23, 2009 and issued by Huizhou Junhe Accounting Firm;i)
    
    Its Articles of Association dated October 30, 2008;j)
    
    Its Shareholder Resolution stamped by Luxuriance Jade Co and dated February 6,
2009.
 VI.
    
    For the purpose of this legal opinion, we have examined the photocopies of the following
documents in relation to Zhongtai Co:
 a)
    
    Its current Business License with Registration No. 150404000010452 dated
May 24, 2008 and issued by Chifeng City Administration of Industry and Commerce;b)
    
    Its Organization Code Certificate with Registration No. Zu Dai Guan
150404-003792 dated August 28, 2007 and issued by Songshan Branch of Chifeng
Administration of Quality Supervision;c)
    
    Its Tax Registration Certificate with Registration No. Nei Di Shui Zi
15040479362473-6 Hao dated April 6, 2007 and issued by Local Tax Bureau of Songshan
District of Chifeng City;d)
    
    Its Tax Registration Certificate with Registration No. Nei Guo Shui Zi
15040479362473-6 Hao dated April 19, 2007 and issued by National Tax Bureau of
Songshan District of Chifeng City;e)
    
    Its Application Form for Amendment Registration stamped on February 6,
2009;f)
    
    Its Shareholder Resolution stamped by Huizhou Ruiying
 4




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Communications Co., Ltd and dated February 6, 2009;
 g)
    
    Its articles of association dated February 6, 2009;h)
    
    The Equity Transfer Agreement entered into between Taiherui Co and Huizhou
Ruiying Communications Co., Ltd and dated February 6, 2009.
 VII.
    
    It is our understanding after due inquiry that: (i) Mr. Wu Ruilin and Ms. Yu Lulu are
Chinese natural persons, respectively with a Chinese Identity Card number of
350582195202073019 and 370203197901155524; (ii) Haozhou Co has been duly organized and is
validly existing under the PRC Laws. The 90% ownership in the registered capital of Haozhou
Co is duly owned by Mr. Wu Ruilin, and the other 10% ownership in the registered capital of
Haozhou Co is duly owned by Ms. Yu Lulu. Haozhou Co as a domestic company intends to be
engaged in the business of exploiting and mineral processing of copper and molybdenum
minerals and other related metallic minerals; (iii) to the best of our knowledge after due
inquiry, Luxuriance Jade Co is a company incorporated and existing under the Laws of the
British Virgin Islands, wholly owned by Mr. Wu Ruilin.VIII.
    
    This legal opinion is confined to and given on the basis of the published and publicly
available laws and regulations of the PRC effective as at the date hereof (PRC law). We do
not guarantee that any change in such laws or in their interpretation after the date hereof
will not affect any of the opinions expressed below. We have not investigated, and we do not
express or imply any opinion on the laws of any other jurisdiction (including the laws of
Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan for
the purpose of this legal opinion), and we have assumed that no such other laws would affect
the opinions expressed below.IX.
    
    Based on the foregoing examinations and assumptions and our review of the relevant
documents, we are of the opinion that:1.
    
    The Long-Term Cooperation Agreement, entered into by Haozhou Co and Zhongtai Co on
November 27, 2008 and as attached hereto as Appendix I, is
valid and enforceable in accordance with relevant PRC laws and regulations. The
Supplemental Agreement to Long-Term Cooperation Agreement, entered
 5




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into by Haozhou Co and Zhongtai Co on November 28, 2008 and as attached hereto as Appendix
II, is valid and enforceable in accordance with relevant PRC laws and
regulations.
 2.
    
    Taiherui Co has been duly organized and is validly existing under the PRC Laws, and the 100%
ownership in the registered capital of Taiherui Co is duly owned by Luxuriance Jade Co.
Zhongtai Co has been duly organized and is validly existing under the PRC Laws, and the 100%
ownership in the registered capital of Zhongtai Co is duly owned by the Taiherui Co.
    
  6




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Appendix I




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Appendix II