Exhibit 10.23


 


 


Tianjin New Highland Science and Technology
Development Co.,


Ltd.


 


 


Equity Assignment Contract


 


 


Between


 


 


[XIN Guo-Qiang, LIU
Feng-Kai, LIU Feng-Shan]


 


 


And


 


[International Petroleum Services
Corporation Limited]


 

















 


Dated [October] [12], 2007


 


Equity Assignment Contract


 


WHEREAS, [Tianjin New Highland Science and
Technology Development Co., Ltd.] is a limited liability company
registered and incorporated in Tianjin City of the People’s Republic of China
according to the laws of the People’s Republic of China (hereinafter referred
to as the “Former Company”);


 


WHEREAS, [XIN Guo-Qiang] holds 94.60% of the Former
Company’s equity;


[LIU Feng-Kai] holds 5.0% of the Former Company’s
equity; and


[LIU Feng-Shan] holds 0.4% of the Former
Company’s equity (hereinafter collectively referred to as the “Assignor”)


 


WHEREAS, the Assignor desires to assign 100% of the
Former Company’s equity to [International Petroleum Services Corporation
Limited] (hereinafter referred to as the “Assignee”); and


 


WHEREAS, the Assignee agrees to be assigned with
100% of the Former Company’s equity held by the Assignor;


 


THEREFORE, both
parties have reached the following agreement through friendly negotiations:


 


Article 1 The
Two Parties of the Contract


 


1.1         Assignor


 


[Name of natural
person] XIN Guo-Qiang


Domicile:
Room 202, Unit 1, Building 23, Liyuanxiaoqu, Haibin Street, Dagang
District, Tianjin City


Identity card
number: 120109196309295511


 


[Name of natural
person] LIU Feng-Kai


Domicile:
Room 502, Unit 3, Building 24, Xinyuanxiaoqu, Xinhua District,
Shijiazhuang City, Hebei Province


Identity card
number: 132924196002168471


 


[Name of natural
person] LIU Feng-Shan


Domicile:
Room 514, Unit 1, Building 21, Jintaili, Chaoyang District, Beijing City


Identity card
number: 110105196401101110


 


1.2 Assignee


 


[Company name]
International Petroleum Services Corporation Limited


 


1

















 


Address: 35th Floor, Bank of China Tower, 1
Garden Road, Hong Kong


Legal
Representative: Corpuz Elsa Natividad


 


Article 2
Equity Assignment


 


2.1 The Assignor
agrees to assign 100% of the Former Company’s equity held by the Assignor to
the Assignee according to the terms provided by this Contract, and the Assignee
agrees to be assigned with 100% equity thereof. Among others, Assignor [Xin
Guo-Qiang] assigns [94.60]% of the equity of the Former Company to the
Assignee; Assignor [LIU Feng-Kai] assigns [5.0]% of the equity of the Former
Company to the Assignee; and Assignor [LIU Feng-Shan] assigns [0.4]% of the equity
of the Former Company to the Assignee. After the entire equity assignment
procedure is completed, the Assignee will hold [100]% of the Former Company’s
equity.


 


2.2 Both parties
confirm that the shareholding structure after the equity assignment under this
Contract will be as follows:


 


(1)          [Xin Guo-Qiang] holds 0% of the Former Company’s equity;


 [Liu
Feng-Kai] holds 0% of the Former Company’s equity;


 [Liu
Feng-Shan] holds 0% of the Former Company’s equity; and


 


(2)          Assignee [International Petroleum Services Corporation Limited] holds
100% of the Former Company’s equity.


 


2.3 As the equity
assignment under this Contract is implemented, the Former Company will change
into an enterprise solely owned and managed by foreign investment.


 


Article 3
Consideration for Equity Assignment and Payment


 


3.1 Both parties
agree that the calculation of the consideration for the equity assignment shall
be based on the registered capital of Tianjin New Highland Science Development
Co., Ltd. as of September 30, 2007. The total consideration for the
assignment shall be RMB[35.10] million, of which RMB[33,205,000],
RMB[1,755,000] million and RMB[140,000] million shall be paid by the Assignee
to [Xin Guo-Qiang], [Liu Feng-Kai] and [Liu Feng-Shan] respectively.


 


3.2 The payment date
and deadline of the equity assignment price are as follows:


 


Within three
(3) months of its receipt of the business license issued by the competent
industry and commerce administrative authorities, a wholly foreign-owned
enterprise shall transfer the equity assignment price in full at one time to a
designated account under the foreign exchange capital account of the wholly
foreign-owned enterprise, and, after going through the verification
formalities, pay the equity assignment price to each Assignor according to the
proportion of his equity for assignment and the amount determined in
Article 3.1. The [Assignor] agrees to appoint the [Assignee] as their
[authorized recipient] of the equity assignment price under this Contract to receive,
on their behalf, the equity assignment price paid by the Assignee.


 


2

















 


The Assignee shall
pay the abovementioned equity assignment price in [US dollars]. The exchange
rate between the US dollar and RMB Yuan shall be the buying rate (US dollar vs.
RMB Yuan) published by the People’s Bank of China as of the registration date
of the wholly foreign-owned enterprise.


 


Article 4
Representation and Warranty of Assignor


 


For the interests
of the Assignee, the Assignor represents and warrants to the Assignee on the
issues relating to the equity assignment herein as follows:


 


4.1 The Assignor
legally owns the equity that the Assignor plans to assign according to this
Contract and has the full disposing capacity for assigning the equity hereof
under the Assignor’s name;


 


4.2 The Former
Company is an enterprise legally incorporated by the Assignor according to the
conditions and procedures provided by Chinese laws, and has already acquired
all governmental approvals and permits necessary for its incorporation.


 


4.3 The Assignor
has paid up the capital in time and in full according to the articles of
association of the Former Company. The Assignor’s paid-up capital has been
verified by a Chinese certified public accountant. The Assignor shall deliver
the corresponding capital verification report to the Assignee.


 


4.4 The Former
Company has no shareholders other than the Assignor, which has already complied
with the procedures provided by the articles of association of the Former
Company in assigning the equity of the Former Company held by the Assignor. The
shareholders’ meeting of the Former Company has unanimously passed a resolution
agreeing the Assignor to assign the equity to the Assignee.


 


Article 5
Representation and Warranty of Assignee


 


For the interests
of the Assignor, the Assignee represents and warrants to the Assignor that:


 


5.1 It is a
company that was legally incorporated and effectively exists according to Hong
Kong laws and has the full disposing capacity to be assigned with the equity
hereof under the name of the Assignee;


 


5.2 It has already
complied with the necessary corporate discussion and approval procedures for
executing this Contract and performing the obligations thereunder, is
responsible for submitting the company’s resolution agreeing to be assigned
with the equity, and warrants the truthfulness and lawfulness of the
resolution;


 


5.3 It will help
facilitate compliance with the approval and registration procedures relating to
this Contract, including providing necessary documents and materials.


 


3

















 


Article 6
Transfer


 


Both parties shall
make the transfer according to the following procedures:


 


6.1 Accounting
materials


 


The Assignor shall
be responsible for handing over all the financial books and materials of the
Former Company completely to the wholly foreign-owned enterprise within ten
(10) days of the day on which the registration formalities of the
shareholding change are completed. The wholly foreign-owned enterprise shall
execute a transfer certificate after receiving the materials.


 


6.2 Personnel


 


All employees of
the Former Company, including all formally employed and temporarily employed
employees, (Please refer to Annex VI for the name list thereof.) shall continue
being employed by the Former Company after the acquisition is completed (i.e.,
the registration of the shareholding change is completed) till their labor
contracts with the Former Company expire, unless any employee desires, at his
own discretion, to terminate his employment by the Former Company.


 


6.3 Change to
Board of Directors


 


The Assignor shall
be responsible for urging all the directors sitting on the board of directors
of the Former Company to resign from their posts as directors after the registration
formalities for the shareholding change are completed. Meanwhile, according to
the articles of association of the wholly-owned foreign enterprise, all parties
shall appoint all the members of the new board of directors and organize the
new board of directors, which shall in turn perform the authorities and
obligations of the board of directors.


 


Article 7
Repurchase


 


The Assignor and
the Assignee agree and confirm that, if the overseas parent holding company of
the wholly foreign-owned enterprise fails to launch any public offering for the
wholly foreign-owned enterprise and have it listed on a major securities
exchanges in Europe and the U.S. within five (5) years of the day on which
the Assignee pays the equity assignment price in full, the Assignee will have
the right to decide to sell all or part of the equity that the Assignee holds
in the wholly foreign-owned enterprise to the Assignor at the original purchase
price.


 


Article 8
Non-compliance and Remedy


 


8.1 If the
Assignee fails to pay the equity assignment price within the term provided by
this Contract, the Assignee shall pay liquidated damages to the Assignor at a
rate of 0.02% of the amount in arrears for each day delayed. Any party of the
Assignor that does not receive his payment for thirty (30) days overdue has the
right to cancel this Contract.


 


4

















 


8.2 In case that
the shareholding change procedures cannot be completed within the period
provided by this Contract for any reason attributable to the Assignor, the
Assignor shall pay a liquidated damage to the Assignee at 0.02% of the equity
assignment price for each day delayed. If the overdue period reaches thirty
(30) days, the Assignee will have the right to cancel this Contract.


 


8.3 The rights and
remedies provided by this Contract are cumulative and do not exclude other
rights and remedies provided by the law.


 


8.4 Only when a
party to this Contract waives, in writing, its right to investigate and fix
liabilities of the defaulting party for its non-compliance, will the waiver be
valid. The omission or delay of exercising any of its rights or remedies under
this Contract by a party thereto does not constitute any waiver by such party;
and partial exercise of any right or remedy shall not prevent the party from
exercising other rights or remedies either.


 


8.5 The effect of
this article is not subject to the termination or cancellation of this
Contract.


 


Article 9
Validity, Change, Cancellation and Termination of Contract


 


9.1 This Contract
comes into effect when:


 


(1)          This Contract is jointly executed by the authorized representatives of
both parties;


(2)          The equity assignment is unanimously approved by the shareholders’
meeting of the Former Company; and


(3)          This Contract is approved by competent authorities.


 


9.2 Unless either
party has the right to cancel this Contract according to the previous
Article at the party’s own discretion, any change or cancellation of this
Contract will not come into effect without an agreement in writing executed by both
parties.


 


9.3 Any change or
cancellation of this Contract does not affect either party’s right to claim
damages. In case of any loss suffered by either party to this Contract due to
any change or cancellation of this Contract, except for the disclaimed
liabilities, the liable party shall be responsible for indemnification.


 


Article 10
Notice and Delivery


 


10.1 Any notice or
other communication relating to this Contract delivered by either party of the
Contract shall be in writing and delivered to the following addresses or any
other address advised in writing.


 


10.2 Unless
otherwise provided in this Contract, any notice or other communication
presented in person is deemed as having been delivered at the time when it is
delivered and signed for acknowledgment of the receipt; any notice or other
communication delivered via courier is deemed as having been delivered
seventy-two (72) hours after the notice or communication is posted; any 


 


5

















 


notice or other communication
sent via telex or facsimile is deemed as having been delivered at the time of
being sent out; and any  notice or other
communication sent via telegraph is deemed as having been delivered twenty-four
(24) hours after the notice or communication is sent out.


 


Article 11
Applicability of Laws and Resolution of Disputes


 


11.1 The laws of
the People’s Republic of China are applicable to the execution, effect,
interpretation, performance and resolution to disputes of this Contract.


 


11.2 All disputes arising
from this Contract shall be resolved by both parties through friendly
negotiations. In case that negotiations fail or that one party does not want to
resolve any dispute through negotiations, either party may bring the dispute to
the [Tianjin Municipal Dagang District Arbitration Commission] for arbitration
according to the effective arbitration rules thereof at the time. In case
of more than one disputes occur under this Contract, these disputes may be
resolved together in one arbitral procedure.


 


An arbitral
tribunal shall consist of three (3) arbitrators. Each party may appoint
one (1) arbitrator with the professional background and experience
connected to the dispute. Within thirty (30) days of its receipt of a notice
requesting arbitration in writing from the other party, if one party fails to
appoint an arbitrator, the arbitrator will be appointed by the arbitration
center.


 


The third
arbitrator shall be determined by the two (2) arbitrators appointed by the
two parties respectively and chair the arbitral tribunal. If the two
arbitrators appointed by the two parties respectively fail to determine the
third arbitrator within thirty (30) days of the day on which the second
arbitrator is appointed, the third arbitrator shall be appointed by the arbitration
center.


 


Arbitration shall
be carried out in [Chinese]. The arbitral tribunal shall issue an award in
writing. Both parties in cooperation shall strive to implement the award at
once and provide any assistance that may be required for such a purpose. If
necessary, the award shall be enforced by the court with jurisdiction.


 


The losing party
shall bear the costs of the arbitration center, arbitrators and arbitral
procedures, and all the costs and expenses relating to the implementation of
any award, including reasonable lawyer’s fees and expenses.


 


11.3 The disputes
described in this Article refer to all the disputes among the parties of
the Contract regarding the effect of this contract, interpretation of the
content of this Contract, performance of this Contract, liabilities for breach
of this Contract, and the change, cancellation and termination of this
Contract.


 


Article 12
Miscellaneous


 


12.1 This Contract
and its annexes constitute an integral document and bear the same effect.


 


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12.2 This Contract
and its annexes constitute a complete agreement among the parties thereto and
supersede the correspondences, statements, contracts and any other document of
both parties prior to the execution of this Contract.


 


12.3 This Contract
is in Chinese.


 


IN WITNESS
THEREOF, the officially authorized representatives of both parties execute this
Contract in Tianjin City of China as of October 17, 2007 respectively. The
Contract in Chinese is in sextuplicate.


 


7

















 


Assignor:


 


 


	
  /s/
  Xin Guoqiang

  	
   

  
	
   

  	
   

  
	
  (Name
  of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Xin Guoqiang

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position:

  	
   

  



 


8

















 


Assignor:


 


 


	
  /s/
  Liu Fengkai

  	
   

  
	
   

  	
   

  
	
  (Name
  of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu
  Fengkai

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position:

  	
   

  



 


9

















 


	
  Assignor:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Liu Fengshan

  	
   

  
	
   

  	
   

  
	
  (Name
  of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu Fengshan

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position:

  	
   

  



 


10

















 


	
  Assignee:

  	
   

  
	
  International
  Petroleum Services Corporation Limited

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
   

  
	
   

  	
   

  
	
  (Name
  of Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position:

  	
   

  



 


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