Exhibit 10.5


 


CHINA MINING RESOURCES HOLDINGS
LIMITED


PROMISSORY
NOTE


 


Principal Amount: U.S.$277,000.00


Issuance Date: November 15, 2007


 


CHINA MINING
RESOURCES HOLDINGS LIMITED, a Delaware corporation (the “Maker”),
promises to pay to the order of SSC Mandarin Group Limited (the “Payee”) the
principal sum of Two Hundred Seventy-Seven Thousand Dollars ($277,000.00) in
lawful money of the United States of America, on the terms and conditions
described below.


 


1.   Principal.
The principal balance of this Promissory Note (this “Note”) shall be payable on
the earlier of (a) the first anniversary of the issuance date of this Note
and (b) the date on which Maker consummates an initial public offering of
its securities under the Securities Act of 1933, as amended.


 


2.   Interest.
No interest shall accrue on the unpaid principal balance of this Note.


 


3.   Application
of Payments. All payments shall be applied first to payment in full of any
costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorneys’ fees, then to the reduction of the
unpaid principal of this Note.


 


4.   Events
of Default. Each of the following shall constitute an event of default (“Event
of Default”) under this Note:


 


(i)  Failure
to Make Required Payments. Failure by Maker to pay the principal amount of
this Note within five (5) business days following the date when due.


 


(ii)  Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.


 


(iii)  Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an 


 

















 


involuntary case under the Federal Bankruptcy
Code, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of sixty (60) consecutive days.


 


5. Remedies.


 


(a)  Upon
the occurrence of an Event of Default specified in Section 4(i) hereof,
Payee may, by written notice to Maker, declare this Note to be immediately due
and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable hereunder, shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained herein or in the documents
evidencing the same to the contrary notwithstanding.


 


(b)  Upon the occurrence of an Event of
Default specified in either Section 4(ii) or Section 4(iii) hereof,
the unpaid principal balance of this Note, and all other amounts payable
hereunder, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee, including presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived.


 


6.   Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any
sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension
of time for payment; and Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.


 


7.   Unconditional
Liability. Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional
makers, endorsers, guarantors, or sureties may become parties hereto without
notice to it or affecting its liability hereunder.


 


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8.   Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent
by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched
by any form of private or governmental express mail or delivery service
providing receipted delivery, (iv) sent by facsimile or (v) sent by
e-mail, to the following addresses or to such other address as either party may
designate by notice in accordance with this Section:


 


	
  If to Maker:

  	
  China Mining
  Resources Holdings Limited

  Suite 3015, 30F

  One International Finance Center

  1 Harbor View Street

  Central, Hong Kong

  Attention: Mr. Brandon Ho

  Email: brandonho@sscmandarin.com

  
	
   

  	
   

  
	
  If to Payee:

  	
  SSC Mandarin
  Group Limited 

  Suite 3015, 30F

  One International Finance Center

  1 Harbor View Street

  Central, Hong Kong

  Email: robinlee@sscmandarin.com

  



 


Notice shall be deemed given on the earlier of (i) actual receipt
by the receiving party, (ii) the date shown on a facsimile transmission
confirmation (if a fax number is provided for this purpose), (iii) the
date on which an e-mail transmission was received by the receiving party’s
on-line access provider, (iv) the date reflected on a signed delivery
receipt, or (v) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.


 


9.   Governing
Law; Construction. This Note, the legal relations between the Maker and
Payee, and the adjudication and the enforcement hereof shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflicts of law provisions thereof to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction.


 


10. Severability.
Any provision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


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IN WITNESS WHEREOF, Maker, intending to be
legally bound hereby, has caused this Note to be duly executed on the day and
year first above written.


 


	
   

  	
  CHINA MINING RESOURCES 

  HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brandon Ho

  	
   

  
	
   

  	
  Name: 

  	
  Brandon Ho

  
	
   

  	
  Title:

  	
   Vice President of Finance

  
	
   

  	
   

  	
   and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
					



 


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