Exhibit 10.13



 


STOCK SALE AND PURCHASE
AGREEMENT


 


This STOCK SALE AND PURCHASE
AGREEMENT (the “Agreement”) dated as of October 31, 2011 is entered into by and between Sancon Resource Recovery
Inc., a US company which is registered in the State of Nevada (the “Seller” or the “Company”) and its 70%
controlled subsidiary, Sancon Resources Recovery (Shanghai) Co. Ltd., a limited liability company organized under the laws of the
Peoples’ Republic of China, and Crossover Solutions, Inc., a corporation organized under the laws of BVI (collectively “SanconSH”),
and Mr. Jack Chen (the “Buyer”), a Chinese domestic resident and the Director and Chief Executive Officer of the Company.


 


RECITALS


 


WHEREAS, the Seller
controls 70% interests in Sancon Resources Recovery (Shanghai) Co. Ltd., and 100% interests in Crossover Solutions, Inc. (the “SanconSH
Interest”)


 


WHEREAS,
SanconSH is a domestic Chinese entity that is 100% set up and owned by Mr. Jack Chen, a domestic Chinese resident, it is 70% controlled
by the Company under “Variable Interest Equity” accounting method also known as the VIE structure.
(the “Business”).


 


WHEREAS, the Seller
has resolved to exit all business activities related to the Business and transfer its entire interest in SanconSH to the Buyer.


 


WHEREAS, the Buyer
is the Director and Chief Executive Officer of the Company.


 


WHEREAS, the Buyer
is desirous of acquiring the SanconSH Interest and the Business.


 


WHEREAS, Seller desires
to convey, sell and assign to Buyer all of Seller’s right, title and interest in and to the SanconSH Interest upon the terms
and conditions contained in this Agreement.


 


NOW THEREFORE, in consideration
of the mutual promises and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:


 


1. Recitals. The foregoing recitals are
true and correct.


 


2. Purchase Price. Subject to the terms
and conditions of this Agreement, Buyer shall acquire the SanconSH Interest by paying a total of 10,100,000 shares of the Company
(the “Purchase Price”).


 


3. Representations and Warranties of SanconSH
and Seller.


 


3.1 Organization and Good Standing. SanconSH
is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, with full corporate power
and authority to own, lease and operate its business and properties and to carry on business in the places and in the manner as
presently conducted or proposed to be conducted.


 



    	 



    	 



    

 


3.2 Authority and Enforcement. SanconSH
and Seller have all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions
contemplated hereby. SanconSH and Seller have taken all corporate action necessary for the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of
SanconSH and Seller, enforceable against them in accordance with its terms.


 


4. Representations and Warranties of Buyer.


 


4.1 Good Standing. Buyer is a domestic
Chinese resident with full power and authority to own, lease and operate properties and to carry on business under the laws of
Peoples’ Republic of China.


 


4.2 Authority and Enforcement. Buyer has
all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby.
This Agreement constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.


 


5. Conditions to Closing.


 


5.1 Conditions Precedent to Buyer’s Obligation
to Close. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to satisfaction
of the following conditions on or prior to the Closing Date:


 


(a) The representations and warranties of Seller
and SanconSH set forth in Section 3 above shall be true and correct in all material respects at and as of the Closing Date.


 


(b) All actions to be taken by Seller in connection
with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect
the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Buyer.


 


5.2 Conditions Precedent to Seller’s
Obligation to Close. The obligation of Seller to consummate the transactions contemplated hereby is subject to satisfaction
of the following conditions on or prior to the Closing Date:


 


(a) The representations and warranties of Buyer
set forth in Section 4 above shall be true and correct in all material respects at and as of the Closing Date.


 


(b) Seller shall have obtained the approval of
their respective Board of Directors; and


 


(c) All actions to be taken by Buyer in connection
with consummation of the transactions contemplated hereby and all certificates, instruments, and other documents required to effect
the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller.


 


6. Closing.


 


6.1 Closing. The closing shall take place
no later than November 30, 2011 (the “Closing”).


 


6.2 Procedure at the Closing. At the Closing,
the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these
steps shall be deemed to have occurred simultaneously):


 



    	 



    	 



    

 


(a)
Buyer and/or an affiliate of Buyer as determined by Buyer shall deliver to the Seller a total of 10,100,000 common
shares of the Company, and


 


(b) The Seller
shall transfer its 100% interest in Crossover Solutions Inc and relinquish all claims of any interests whatsoever in Sancon Resources
Recovery (Shanghai) Co Ltd. to Buyer and execute such documentation as may be reasonably requested by Buyer to carry out such transfer.


 


7. Obligations Post-Closing. If, at any
time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that
any other things are necessary, desirable or proper to complete the transactions contemplated hereby in accordance with the terms
of this Agreement or to vest, perfect or confirm, of record or otherwise, the title to Seller’s interests in SanconSH, the
parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances
in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such ownership interest and otherwise
to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take
any and all such actions.


 


8. Indemnity by the Seller. The Seller
agrees that it will indemnify and hold the Buyer and their respective officers, directors, employees and agents (collectively,
the “Buyer Indemnitees”) harmless from all Liabilities incurred or suffered by the Buyer. For this purpose, “Liabilities”
incurred by the Buyer means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments,
actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses),
whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties
hereto or a third party, incurred or suffered by the Buyer, arising from, in connection with or as a result of (a) any default
or breach in the performance of any of the covenants or agreements made by the Seller in this Agreement; or (b) the operation of
the Business after the Closing by the Seller.


 


9. Miscellaneous.


 


9.1 Expenses. Buyer and Seller shall bear
their own respective expenses incurred in connection with this Agreement and in connection with all obligations required to be
performed by each of them under this Agreement.


 


9.2 Entire Agreement; No Waiver. This Agreement
and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties
hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its
subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto.
No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision
in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its
rights under such provision.


 


9.3. Construction and Enforcement. This
Agreement shall be construed in accordance with the laws of the Peoples’ Republic of China, without and application of the
principles of conflicts of laws. If it becomes necessary for any party to institute legal action to enforce the terms and conditions
of this Agreement, and such legal action results in a final judgment in favor of such party (“Prevailing Party”), then
the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect
or incidental expenses incurred, including, but not limited to, all attorney’s fees, court costs and other expenses incurred throughout
all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party’s rights hereunder.


 



    	 



    	 



    

 


9.4 Dispute Resolution and Arbitration.


 


a. Each of the Parties shall make every reasonable
commercial effort to resolve any dispute which may arise under or in connection with this Agreement (including a dispute regarding
the existence, validity, interpretation or termination of this Agreement or the consequence of its nullity) through consultation,
and the consultation starts promptly at the time when a Party provides the other Party with a written notice requesting such consultation.


 


b. If the dispute is not resolved within three
(3) months from the issuance of the written notice, any Party may submit the dispute to arbitration by the China International
Economic and Trade Arbitration Commission (“CIETAC”) located in Shanghai in accordance with the arbitration rules of
CIETAC in effect at the time of application for arbitration.


 


c. The arbitration tribunal shall consist of three
(3) arbitrators. The Seller shall select one (1) arbitrator and the Buyer shall select one (1) arbitrator. The third arbitrator,
who shall be the presiding arbitrator, shall be appointed by the two arbitrators selected by the Parties and shall be a national
of a country of any of the Parties. If either Party fails to select an arbitrator, or if the two arbitrators selected by the Parties
fail to agree on the choice of the third arbitrator, the Chairman of CIETAC shall have the right to appoint the third arbitrator.


 


d. The arbitration proceedings shall be conducted
in both the English and Chinese language. In the event of any arbitration or litigation arising out of, in connection with, or
related to the Agreement, the prevailing party shall be entitled to receive from the non-prevailing party all reasonable fees and
expenses of counsel for the prevailing party.


 


e. The arbitral award made by CIETAC shall be
final and binding upon the Parties.


 


9.4 Notices. All notices and other communications
under this Agreement shall be in writing and shall be deemed given when delivered personally (including by confirmed legible telecopier
transmission) or mailed by certified mail, return receipt requested, or by overnight mail properly receipted to the parties.


 


9.5 Separability. In the event that any
provision hereof would, under applicable law, be invalid or enforceable in any respect, such provision shall be construed by modifying
or limiting it so as to be valid and enforceable to the maximum extent compatible with, and permissible under, applicable law.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement which shall remain in full force and effect.


 


9.6 Binding Effect; Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this
Agreement. No assignment of this Agreement or of any rights or obligation hereunder may be made by either party (by operation of
law or otherwise) without the prior written consent of the other and any attempted assignment without the required consent shall
be void; provided, however, that no such consent shall be required of Buyer to assign part or all of its rights under this Agreement
to one or more of its subsidiaries or affiliates.


 



    	 



    	 



    

 


9.7 Counterparts. This Agreement may be
executed in counterparts, each of which shall be an original, but which together shall constitute one and the same Agreement.


 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


Sancon Resources Recovery, Inc.


 


	By: /s/Jack Chen	 
	Jack Chen, Director	 
	 	 
	By: /s/David Chen	 
	David Chen, Director	 


 


Sancon Resources Recovery (Shanghai) Co., Ltd.
(“SanconSH”)


 


	By: /s/ Jim Wang	 
	Jim Wang, General Manager	 
	 	 
	/s/ Jack Chen	 
	Jack Chen