Exhibit 10.28


 


Unofficial English Translation Solely for Convenience


 


Transfer Agreement


 


This
agreement is entered into by the following two parties in Xi’an on December 28,
2009:


 


Transferor:           Shaanxi Suo’ang Biological Science &
Technology Co., Ltd. (Party A)


Legal
Representative:         REN Baoren


Address:               No. 06, 22nd Floor, Building A, Gaoxin Zhengxin Plaza, East
Side


Gaoxin
Yi Road, Xi’an


 


Transferee:          Shaanxi Suo’ang New Energy Enterprise
Co., Ltd. (Party B)


Legal
Representative:         REN Baoren


Address:               Wangjiabian Village, Dongjia
River Town


Yao Zhou, Tongchuan


 


Acknowledger:
Qingdao Haizhong Enterprise Co., Ltd. (Party C)


Legal
Representative:


Address:


 


Whereas


 


1.             Party A and Party C entered into
and executed a “Cooperation Agreement” (“Cooperation Agreement”) on July 9,
2009.


 


2.             Party A intends to transfer all the
rights and obligations under the Cooperation Agreement to Party B, and Party B
intends to accept and assume all the rights and obligations under the
Cooperation Agreement from Party A.


 


Now,
therefore, Party A, Party B and Party C, through friendly negotiation, have
entered into the agreement as follows regarding the transfer of rights and
obligations under the Cooperation Agreement in order to delineate the rights
and obligations of each parties:


 


I.             Transfer of Contract


 


1.1          Party A agrees to transfer all the
rights and obligations under the Cooperation Agreement entered into with Party
C on July 9, 2009 to Party B, and Party B hereby agrees to accept and
assume all the rights and obligations under the Cooperation Agreement from
Party A..


 


1.2          Party C, as a party to Cooperation
Agreement, hereby agrees to Party A’s transfer all of its rights and
obligations under the Cooperation Agreement to Party B.  Party C hereby acknowledges that Party C,
upon execution of this agreement, shall become a 


 

















 


party
to Cooperation Agreement and shall have all the rights that Party A originally
had under the Cooperation Agreement and shall at the same time assume all the
obligations that Party A originally assumed under the Cooperation Agreement.


 


II.            Each Party’s Warranties


 


2.1          Party A and Party C must assist Party
B with other relevant matters required for the processing the transfer of the
rights and obligations under the Cooperation Agreement, including but not limited
to executing all the required relevant documents or completing the process of
approval by, and the filing with, relevant government agencies.


 


2.2          Party B must assist Party A with the
completion of the transfer of the rights and obligations under the Cooperation
Agreement.


 


III.          Jurisdiction and Resolution of
Disputes


 


3.1          This agreement and the transfer
hereunder are in compliance with, and must be interpreted in accordance with,
the Law of the People’s Republic of China.


 


3.2          Any disputes arising from the
interpretation and the performance hereof must be settled through negotiation
among the parties; if negotiation fails, it should be submitted to the People’s
court with jurisdiction.


 


IV.          Effectuation of Agreement


 


This
agreement becomes effective after it is signed by the legal representative of
each party and imprinted with the company seal.


 


V.            Other Matters Not Covered Herein


 


Party
A, Party B and Party C agree to have further negotiation and entered into
supplemental agreement with regard to other matters not covered herein.  Any supplemental agreement shall be the
component part hereof and shall have equal legal effect.


 


VI.          Miscellaneous


 


6.1          Neither party may transfer its rights
and obligations hereunder to a third party without obtaining written consent
from the other party.


 

















 


6.2          This agreement has one set of
triplets, with one each to Party A, Party B and Party C, and all of them have
equal legal effect.


 


Party A:                                Shaanxi Suo’ang Biological
Science & Technology Co., Ltd. (seal)


Legal
Representative: REN Baowen (signature)


 


Party B:                                Shaanxi Suo’ang New Energy
Enterprise Co., Ltd. (seal)


Legal Representative: REN Baowen (signature)


 


Party C:                                Qingdao Haizhong Enterprise
Co., Ltd. (seal)


Legal Representative: (signature present but not
legible)