exv4w5






Exhibit 4.5




SHARE PURCHASE AGREEMENT




BY AND AMONG




QIAO XING UNIVERSAL TELEPHONE, INC.,




CHINA LUXURIANCE JADE COMPANY, LTD.




AND




THE CHINA LUXURIANCE JADE COMPANY, LTD. SOLE SHAREHOLDER




March 24, 2009














 





TABLE OF CONTENTS




	 	 	 	 	 
	SHARE PURCHASE AGREEMENT 
	 	 	1	 
	WITNESSETH: 
	 	 	1	 
	ARTICLE I 
	 	 	1	 
	Definitions 
	 	 	1	 
	ARTICLE II 
	 	 	5	 
	Transactions; Terms Of Share Purchase; Manner Of Purchase 
	 	 	5	 
	2.1 Purchase Of Shares
	 	 	5	 
	2.2 Time And Place Of Closing
	 	 	5	 
	2.3 Effective Time
	 	 	5	 
	2.4 Delivery Of Shares
	 	 	5	 
	2.5 Legending Of Securities
	 	 	6	 
	2.6 Lost, Stolen Or Destroyed Certificates
	 	 	6	 
	ARTICLE III 
	 	 	6	 
	Representations And Warranties Of The Company 
	 	 	6	 
	3.1 Organization
	 	 	6	 
	3.2 Authorization; Enforceability
	 	 	6	 
	3.3 No Violation Or Conflict
	 	 	7	 
	3.4 Consents Of Governmental Authorities And Others
	 	 	7	 
	3.5 Conduct Of Business
	 	 	7	 
	3.6 Litigation
	 	 	7	 
	3.7 Compliance
	 	 	7	 
	ARTICLE IV 
	 	 	8	 
	Representations And Warranties Of China Luxuriance and the China Luxuriance Shareholder 
	 	 	8	 
	4.1 Organization
	 	 	8	 
	4.2 Authorization; Enforceability
	 	 	8	 
	4.3 No Violation Or Conflict
	 	 	8	 
	4.4 Consents Of Governmental Authorities And Others
	 	 	8	 
	4.5 Litigation
	 	 	9	 
	4.6 Brokers
	 	 	9	 
	4.7 Compliance
	 	 	9	 
	4.8 Charter, Bylaws And Corporate Records
	 	 	9	 
	4.9 Capitalization
	 	 	9	 
	4.10 Subsidiaries
	 	 	9	 
	4.11 Rights, Warrants, Options
	 	 	10	 
	4.12 Conduct Of Business
	 	 	10	 
	4.13 Taxes
	 	 	11	 






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	4.14 Environmental Matters
	 	 	11	 
	4.15 Financial Statements
	 	 	12	 
	4.16 Absence Of Undisclosed Liabilities
	 	 	12	 
	4.17 Employment Agreements; Employee Benefit Plans And Employee Payments
	 	 	12	 
	4.18 Intellectual Property
	 	 	13	 
	4.19 Properties
	 	 	13	 
	4.20 Disclosure
	 	 	13	 
	ARTICLE V 
	 	 	13	 
	Additional Agreements 
	 	 	13	 
	5.1 Survival Of The Representations And Warranties
	 	 	13	 
	5.2 Investigation
	 	 	13	 
	5.3 China Luxuriance’s Indemnification
	 	 	14	 
	5.4 Limitations On China Luxuriance’s Indemnification From the Company
	 	 	14	 
	5.5 The Company’s Indemnification
	 	 	14	 
	5.6 Limitations On the Company’s Indemnification
	 	 	14	 
	5.7 Indemnity Procedures
	 	 	15	 
	ARTICLE VI 
	 	 	16	 
	Closing; Deliveries; Conditions Precedent 
	 	 	16	 
	6.1 Closing; Effective Date
	 	 	16	 
	6.2 Deliveries
	 	 	16	 
	6.3 Conditions Precedent To The Obligations Of China Luxuriance And The China Luxuriance Shareholder
	 	 	17	 
	6.4 Conditions Precedent To The Obligations Of The Company
	 	 	18	 
	6.5 Best Efforts
	 	 	19	 
	ARTICLE VII 
	 	 	19	 
	Covenants 
	 	 	19	 
	7.1 General Confidentiality
	 	 	19	 
	7.2 General
	 	 	19	 
	ARTICLE VIII 
	 	 	20	 
	Miscellaneous 
	 	 	20	 
	8.1 Notices
	 	 	20	 
	8.2 Entire Agreement; Incorporation
	 	 	21	 
	8.3 Binding Effect
	 	 	21	 
	8.4 Assignment
	 	 	21	 
	8.5 Waiver And Amendment
	 	 	21	 
	8.6 No Third Party Beneficiary
	 	 	21	 
	8.7 Severability
	 	 	22	 






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	8.8 Expenses
	 	 	22	 
	8.9 Headings
	 	 	22	 
	8.10 Other Remedies; Injunctive Relief
	 	 	22	 
	8.11 Counterparts
	 	 	22	 
	8.12 Remedies Exclusive
	 	 	22	 
	8.13 Governing Law
	 	 	22	 
	8.14 Jurisdiction And Venue
	 	 	23	 
	8.15 Participation Of Parties
	 	 	23	 
	8.16 Further Assurances
	 	 	23	 
	8.17 Publicity
	 	 	23	 
	8.18 No Solicitation
	 	 	23	 
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	Exhibit A  —  The Cooperation Agreements referenced in Section 4.10
	 	 	 	 
	Exhibit B  —  Financial Statements of China Luxuriance referenced in Section 4.15
	 	 	 	 
	Exhibit C  —  Form of Opinion of Counsel of China Luxuriance referenced in Section 6.2 (b)(iv)
	 	 	 	 






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SHARE PURCHASE AGREEMENT 




     This SHARE PURCHASE AGREEMENT (the “Agreement”) is dated as of March 24, 2009, by and among
Qiao Xing Universal Telephone, Inc., a British Virgin Islands corporation (the “Company”), China
Luxuriance Jade Company, Ltd., a British Virgin Islands corporation (collectively with each of its
Subsidiaries, “China Luxuriance”), and Rui Lin WU, the sole shareholder of China Luxuriance (the
“China Luxuriance Shareholder”).



WITNESSETH:




     WHEREAS, the China Luxuriance Shareholder presently owns 100% of the common stock of China
Luxuriance (the “China Luxuriance Shares”); and



     WHEREAS, the Company desires to acquire from the China Luxuriance Shareholder all of the China
Luxuriance Shares in exchange (the “Sale”) for the payment by the Company of cash and shares of its
common stock on the terms and conditions set forth below.



     NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties
and agreements set forth herein, the Parties hereto agree as follows:



ARTICLE I




Definitions




     In addition to terms defined elsewhere in this Agreement, the following terms when used in
this Agreement shall have the meanings indicated below:



     “Affiliate” shall mean with respect to a specified Person, any other Person which,
directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with such Person, and without limiting the generality of the foregoing, includes,
with respect to a Person (a) any other Person which beneficially owns or holds ten percent (10%) or
more of any class of voting securities or other securities convertible into voting securities of
such Person or beneficially owns or holds ten percent (10%) or more of any other equity interests
in such Person, (b) any other Person with respect to which such Person beneficially owns or holds
ten percent (10%) or more of any class of voting securities or other securities convertible into
voting securities of such Person, or owns or holds ten percent (10%) or more of the equity
interests of the other Person, and (c) any director or senior officer of such Person. For purposes
of this definition, the term “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or by contract or
otherwise.



     “Agreement” shall mean this Share Purchase Agreement together with all exhibits and
schedules referred to herein, which exhibits and schedules are incorporated herein and made a part
hereof.



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     “Certificates” shall have the meaning set forth in Section 2.4.



     “China Luxuriance Common Stock” shall mean the shares of China Luxuriance’s $0.01 par
value per share common stock.



      “China Luxuriance Loss” shall have the meaning set forth in Section 5.3.



     “China Luxuriance Shareholder” shall have the meaning set forth in the introductory
paragraph of this Agreement.



     “Closing” shall have the meaning set forth in Section 2.2.



     “Closing Date” shall mean the date that the Closing takes place.



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Commission” shall mean the United States Securities and Exchange Commission.



     “Company Common Stock” shall mean the shares of the Company’s $.001 par value per
share common stock.



      “Company Loss” shall have the meaning set forth in Section 5.5.



     “Confidential Information” means any information concerning the businesses and affairs
of China Luxuriance or the Company that is not already generally available to the public.



     “Cooperation Agreements” shall have the meaning set forth in Section 4.10.



     “Effective Time” shall have the meaning set forth in Section 2.3.



     “Environmental Laws” shall have the meaning set forth in Section 4.14.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Financial Statements” shall mean China Luxuriance’s unaudited condensed consolidated
balance sheet and profit and loss account as of and for the eleven months ended November 30, 2008.



     “GAAP” shall mean United States generally accepted accounting principles.



     “Guaranty” shall mean, as to any Person, all liabilities or obligations of such
Person, with respect to any indebtedness or other obligations of any other Person, which have been
guaranteed, directly or indirectly, in any manner by such Person, through an agreement, contingent
or otherwise, to purchase such indebtedness or obligation, or to purchase or sell property or
services, primarily for the purpose of enabling the debtor to make payment of such



2









 







indebtedness or obligation or to guarantee the payment to the owner of such indebtedness or
obligation against loss, or to supply funds to or in any manner invest in the debtor.



     “Indemnified Party” shall have the meaning set forth in Section 5.7.



     “Indemnifying Party” shall have the meaning set forth in Section 5.7.



     “Intellectual Property” means patents, copyrights, Trademarks, applications for any of
the foregoing, and Trade Secrets.



      “Investments” shall mean, with respect to any Person, all advances, loans or
extensions of credit to any other Person (except for extensions of credit to customers in the
ordinary course of business), all purchases or commitments to purchase any stock, bonds, notes,
debentures or other securities of any other Person, and any other investment in any other Person,
including partnerships or joint ventures (whether by capital contribution or otherwise) or other
similar arrangement (whether written or oral) with any Person, including, but not limited to,
arrangements in which (i) the first Person shares profits and losses of the other Person, (ii) any
such other Person has the right to obligate or bind the first Person to any third party, or (iii)
the first Person may be wholly or partially liable for the debts or obligations of such
partnership, joint venture or other entity.



     “Knowledge” shall mean, in the case of any Person who is an individual, knowledge that
a reasonable individual under similar circumstances would have after such reasonable investigation
and inquiry as such reasonable individual would under such similar circumstances make, and in the
case of China Luxuriance, the knowledge that the China Luxuriance Shareholder would have after such
reasonable investigation and inquiry as a senior officer, director, manager or responsible Person
would under such similar circumstances make.



     “Law” and “Laws” shall mean any federal, state, local or foreign statute, law,
ordinance, regulation, rule, code, order or other requirement or rule of law.



     “Liabilities” shall mean any direct or indirect indebtedness, liability, claim, loss,
damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated
or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, including,
without limitation, liabilities on account of taxes, other governmental charges or Litigation, of
which China Luxuriance or the China Luxuriance Shareholder had Knowledge on the Closing Date,
whether or not of a kind required by GAAP to be set forth on a financial statement.



     “Litigation” shall mean any actions, suits, investigations, claims or proceedings.



     “Material Adverse Effect” shall mean any event or condition of any character which has
had or could reasonably be expected to have a material adverse effect on the condition (financial
or otherwise), results of operations, assets, liabilities, properties, or business of the Company
or China Luxuriance, as applicable.



      “Periodic Reports” shall mean the Forms 20-F, 6-K and other Commission filings



3









 







required by the Securities Exchange Act of 1934, as amended and Securities Act of 1933, as
amended which have been filed by the Company with the Commission for the period beginning on
January 1, 2006 and ending at the Closing Date.



     “Person” shall mean any natural person, corporation, unincorporated organization,
partnership, association, limited liability company, joint stock company, joint venture, trust or
government, or any agency or political subdivision of any government or any other entity.



     “Sale” shall have the meaning set forth in the recitals.



     “Sale Consideration” shall have the meaning set forth in Section 2.1(a).



     “Sale Documents” shall have the meaning set forth in Section 3.2.



     “Securities Act” shall mean the Securities Act of 1933, as amended.



     “Subsidiary” of any Person shall mean any Person, whether or not capitalized, in which
such Person owns, directly or indirectly, an equity interest of more than fifty percent (50%), or
which may effectively be controlled, directly or indirectly, by such Person.



     “Tax” and “Taxes” shall mean (i) all income, excise, gross receipts, ad
valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll,
withholding, severance, occupation, social security, unemployment compensation, alternative
minimum, value added, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or
assessments of any kind whatsoever (whether payable directly or by withholding), together with any
interest and any penalties, fines, additions to tax or additional amounts imposed by any
governmental or regulatory authority with respect thereto, (ii) any liability for the payment of
any amounts of the type described in (i) as a result of being a member of a consolidated, combined,
unitary or aggregate group for any Taxable period, and (iii) any liability for the payment of any
amounts of the type described in (i) or (ii) as a result of being a transferee or successor to any
person or as a result of any express or implied obligation to indemnify any other Person.



     “Tax Returns” shall mean returns, declarations, reports, claims for refund,
information returns or other documents (including any related or supporting schedules, statements
or information) filed or required to be filed in connection with the determination, assessment or
collection of any Taxes of any party or the administration of any laws, regulations or
administrative requirements relating to any Taxes.



     “Trademarks” means trademarks, service marks, trade names, Internet domain names,
designs, slogans, and general intangibles of like nature.



     “Trade Secrets” means technology, trade secrets and other confidential information,
know-how, proprietary processes, formulae, algorithms, models, and methodologies.



     The words “hereof”, “herein” and “hereunder” and the words of similar import shall refer to
this Agreement as a whole and not to any particular provision of this Agreement. The terms



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defined in the singular shall have a comparable meaning when used in the plural and vice
versa.



ARTICLE II




Transactions; Terms of Share Purchase; Manner of Purchase




     2.1 Purchase of Shares. Subject to the terms and conditions of this Agreement, at the
Effective Time (as defined below):



     (a) the aggregate sale consideration to be paid by the Company to the China Luxuriance
Shareholder for all of the China Luxuriance Common Stock shall be the amount of One Hundred Ten
Million U.S. Dollars (US$110,000,000) (the “Sale Consideration”). The Sale Consideration shall be
payable to the China Luxuriance Shareholder as follows:



          (i) Thirty Million U.S. Dollars (US$30,000,000 shall be payable to the China Luxuriance
Shareholder at the Closing in cash; and




          (ii) Eighty Million U.S. Dollars (US$80,000,000) shall be payable to the China Luxuriance
Shareholder at the Closing in the form of Forty Million (40,000,000) restricted shares of Company
Common Stock valued at US$2.00 per share.




     (b) The China Luxuriance Shareholder agrees to deliver to the Company all original stock
certificates evidencing all of the issued and outstanding shares of China Luxuriance Common Stock,
along with appropriately executed transfer documents in favor of the Company, in order to
effectively vest in the Company all right, title and interest in and to the China Luxuriance Common
Stock free and clear of all liens and encumbrances.



     (c) The Sale shall be consummated pursuant to the terms of this Agreement, which has been
approved and adopted by the respective Boards of Directors of the Company and China Luxuriance.



     2.2 Time and Place of Closing. The closing of the transactions contemplated hereby
(the “Closing”) will take place no later than at 10:00 a.m., Mountain Time, on April 6, 2009 (the
“Closing Date”). The Closing shall be held at the law offices of Andrew N. Bernstein, P.C., 5445
DTC Parkway, Suite 520, Greenwood Village, Colorado, 80111, or at such other location, date or time
as may be mutually agreed upon by the parties.



     2.3 Effective Time. The Sale and other transactions contemplated by this Agreement
shall become effective on the Closing Date (the “Effective Time”).



     2.4 Delivery of Shares. At the Closing, the China Luxuriance Shareholder shall
surrender each certificate or certificates which represents shares of China Luxuriance Common Stock
immediately prior to the Closing Date (the “Certificates”) and shall at the Effective Time receive
in exchange therefor the Sale Consideration. The Company shall not be obligated to deliver the
Sale Consideration to which the China Luxuriance Shareholder is entitled as a result of the Sale
until he surrenders his Certificate or Certificates as provided in this Section 2.4.



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     2.5 Legending of Securities. The certificate for the Company Common Stock to be
issued to the China Luxuriance Shareholder as part of the Sale Consideration shall bear
substantially the following legend:


“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THESE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT, IN THE CIRCUMSTANCES, REQUIRED UNDER THE ACT”.




     2.6 Lost, Stolen or Destroyed Certificates. In the event that any Certificates shall
have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the China
Luxuriance Shareholder (setting forth the number of shares of China Luxuriance Common Stock
represented by such lost, stolen or destroyed Certificates), after reasonable investigation by the
Company to confirm ownership of such Certificate, which shall be satisfactory to the Company, in
the Company’s sole satisfaction, the Company shall pay the China Luxuriance Shareholder the Sale
Consideration to which it is entitled. Further, the China Luxuriance Shareholder shall indemnify
and hold harmless the Company from and against any and all liability, loss, damage and expense in
connection with, or arising out of, such lost, stolen or destroyed Certificate.



ARTICLE III




Representations and Warranties of the Company 




     In order to induce China Luxuriance and the China Luxuriance Shareholder to enter into this
Agreement and to consummate the transactions contemplated hereby, the Company makes the
representations and warranties set forth below to China Luxuriance and the China Luxuriance
Shareholder.



     3.1 Organization. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the British Virgin Islands. The Company is duly qualified to
transact business as a foreign corporation in all jurisdictions where the ownership or leasing of
its properties or the conduct of its business requires such qualification except where the failure
to so qualify would not have a Material Adverse Effect on the Company.



     3.2 Authorization; Enforceability. The execution, delivery and performance of this
Agreement by the Company and all other agreements to be executed, delivered and performed by the
Company pursuant to this Agreement (collectively, the “Sale Documents”) and the consummation by the
Company of the transactions contemplated hereby and thereby have been duly authorized by all
requisite corporate or individual action on the part of the Company. This Agreement and the Sale
Documents have been duly executed and delivered by the Company, and constitute the legal, valid and
binding obligation of the Company, assuming the due



6









 







authorization, execution and delivery of this Agreement by China Luxuriance and the China
Luxuriance Shareholder, enforceable in accordance with their respective terms, except to the extent
that their enforcement is limited by bankruptcy, insolvency, reorganization or other laws relating
to or affecting the enforcement of creditors’ rights generally and by general principles of equity.



     3.3 No Violation or Conflict. To the Knowledge of the Company, the execution,
delivery and performance of this Agreement and the Sale Documents by the Company, and the
consummation by the Company of the transactions contemplated hereby and thereby: (a) do not violate
or conflict with any provision of law or regulation (whether foreign, federal, state or local), or
any writ, order or decree of any court or governmental or regulatory authority, or any provision of
the Company’s Memorandum of Association or Articles of Association; and (b) do not and will not,
with or without the passage of time or the giving of notice, result in the breach of, or constitute
a default (or an event that with notice or lapse of time or both would become a default), cause the
acceleration of performance, give to others any right of termination, amendment, acceleration or
cancellation of or require any consent under, or result in the creation of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to any instrument or agreement to
which the Company is a party or by which the Company or its properties may be bound or affected,
other than instruments or agreements as to which consent shall have been obtained at or prior to
the Closing.



     3.4 Consents of Governmental Authorities and Others. To the Knowledge of the Company,
other than in connection with the provisions of the Exchange Act and the Securities Act, no
consent, approval, order or authorization of, or registration, declaration, qualification or filing
with any foreign, federal, state or local governmental or regulatory authority, or any other
Person, is required to be made by the Company in connection with the execution, delivery or
performance of this Agreement by the Company or the consummation by the Company of the transactions
contemplated hereby, excluding the execution, delivery and performance of this Agreement by China
Luxuriance and the China Luxuriance Shareholder.



     3.5 Conduct of Business. Except as disclosed in the Periodic Reports, the Company has
conducted its business since January 1, 2008 in the ordinary and usual course consistent with past
practices and there has not occurred any Material Adverse Effect on the Company.



     3.6 Litigation. There is no material Litigation pending or, to the Knowledge of the
Company, threatened before any court or by or before any governmental or regulatory authority or
arbitrator, (a) affecting the Company (as plaintiff or defendant) or (b) against the Company
relating to the Company Common Stock or the transactions contemplated by this Agreement.



     3.7 Compliance. To the Knowledge of the Company, the Company is in compliance with
all federal, state, local and foreign laws, ordinances, regulations, judgments, rulings, orders and
other requirements applicable to the Company and its assets and properties. To the Knowledge of
the Company, the Company is not subject to any judicial, governmental or administrative inquiry,
investigation, order, judgment or decree.



7









 





ARTICLE IV




Representations and Warranties of China Luxuriance 

and the China Luxuriance Shareholder




     In order to induce the Company to enter into this Agreement and to consummate the transactions
contemplated hereby, China Luxuriance and the China Luxuriance Shareholder jointly and severally
make the representations and warranties set forth below to the Company.



     4.1 Organization. China Luxuriance is a corporation duly organized, validly existing
and in good standing under the laws of the British Virgin Islands. China Luxuriance is duly
qualified to transact business as a foreign corporation in all jurisdictions where the ownership or
leasing of its properties or the conduct of its business requires such qualification except where
the failure to so qualify would not have a Material Adverse Effect on China Luxuriance.



     4.2 Authorization; Enforceability. China Luxuriance has the capacity to execute,
deliver and perform this Agreement. This Agreement and all other documents executed and delivered
by China Luxuriance pursuant to this Agreement have been duly executed and delivered and constitute
the legal, valid and binding obligations of China Luxuriance, assuming the due authorization,
execution and delivery of this Agreement by the Company, enforceable in accordance with their
respective terms, except to the extent that their enforcement is limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement of creditors’ rights
generally and by general principals of equity.



     4.3 No Violation or Conflict. The execution, delivery and performance of this
Agreement and the other documents contemplated hereby by China Luxuriance and the China Luxuriance
Shareholder, and the consummation by China Luxuriance and the China Luxuriance Shareholder of the
transactions contemplated hereby: (a) do not violate or conflict with any provision of law or
regulation (whether foreign, federal, state or local), or any writ, order or decree of any court or
governmental or regulatory authority, or any provision of China Luxuriance’s Memorandum of
Association or Articles of Association; and (b) do not and will not, with or without the passage of
time or the giving of notice, result in the breach of, or constitute a default (or an event that
with notice or lapse of time or both would become a default), cause the acceleration of
performance, give to others any right of termination, amendment, acceleration or cancellation of or
require any consent under, or result in the creation of any lien, charge or encumbrance upon any
property or assets of China Luxuriance or the China Luxuriance Shareholder pursuant to any
instrument or agreement to which China Luxuriance or the China Luxuriance Shareholder is a party or
by which China Luxuriance or the China Luxuriance Shareholder or their properties may be bound or
affected, other than instruments or agreements as to which consent shall have been obtained at or
prior to the Closing.



     4.4 Consents of Governmental Authorities and Others. No consent, approval or
authorization of, or registration, qualification or filing with any foreign, federal, state or
local governmental or regulatory authority, or any other Person, is required to be made or obtained
by China Luxuriance or the China Luxuriance Shareholder in connection with the execution,



8









 







delivery or performance of this Agreement by China Luxuriance or the China Luxuriance
Shareholder or the consummation by them of the transactions contemplated hereby, excluding the
execution, delivery and performance of this Agreement by the Company.



     4.5 Litigation. There is no Litigation pending or threatened before any court or by
or before any governmental or regulatory authority or arbitrator (a) affecting China Luxuriance or
the China Luxuriance Shareholder (as plaintiff or defendant) or (b) against China Luxuriance
relating to the China Luxuriance Common Stock or the transactions contemplated by this Agreement.



     4.6 Brokers. China Luxuriance has not employed any broker or finder, and has not
incurred and will not incur, directly or indirectly, any broker’s, finder’s, investment banking or
similar fees, commissions or expenses in connection with the transactions contemplated by this
Agreement or the Sale Documents.



     4.7 Compliance. China Luxuriance is in compliance with all federal, state, local and
foreign laws, ordinances, regulations, judgments, rulings, orders and other requirements applicable
to China Luxuriance and its assets and properties, except where such noncompliance would not have a
Material Adverse Effect on China Luxuriance. To the Knowledge of China Luxuriance, it is not
subject to any judicial, governmental or administrative inquiry, investigation, order, judgment or
decree.



     4.8 Charter, Bylaws and Corporate Records. The Company has been provided with true,
correct and complete copies of (a) the Memorandum of Association of China Luxuriance, as amended
and in effect on the date hereof, (b) the Articles of Association of China Luxuriance, as amended
and in effect on the date hereof, and (c) the minute books of China Luxuriance (containing all
corporate proceedings from the date of incorporation). Such minute books contain accurate records
of all meetings and other corporate actions of the board of directors, committees of the board of
directors, incorporators and shareholders of China Luxuriance from the date of its incorporation to
the date hereof which were memorialized in writing.



     4.9 Capitalization. As of the date of this Agreement, the authorized capital stock of
China Luxuriance consists of 5,000,000 shares of China Luxuriance Common Stock. China Luxuriance
has issued and outstanding 5,000,000 shares of China Luxuriance Common Stock. The outstanding
China Luxuriance Common Stock constitutes one hundred percent (100%) of the issued and outstanding
capital stock of China Luxuriance. All of the outstanding China Luxuriance Common Stock is owned
by the China Luxuriance Shareholder free and clear of any liens or encumbrances. All of the
outstanding China Luxuriance Common Stock have been duly authorized, are validly issued and
outstanding, and are fully paid and non-assessable. There are no dividends which have accrued or
been declared but are unpaid on the capital stock of China Luxuriance.



     4.10 Subsidiaries. China Luxuriance does not have any Subsidiaries and Investments
except as follows:



9









 





     China Luxuriance owns 100% of the equity interests in China Huizhou Taiherui Information
Technology Co., Ltd., a PRC registered wholly owned foreign enterprise (“Huizhou Taiherui”), which
owns 100% of the equity interests in Zhongtai Mining Company Ltd., a PRC registered domestic
company (“Zhongtai Mining”), which has entered into long-term cooperation agreements (the
“Cooperation Agreements”) with Haozhou Mining Company Ltd., a PRC registered domestic company
(“Haozhou Mining”), pursuant to which Zhongtai Mining has obtained the right to act as the sole
sales agency for Haozhou Mining and to receive the expected residual returns of the mining
operations of Haozhou Mining. The Cooperation Agreements are attached hereto as Exhibit A.



     4.11 Rights, Warrants, Options. There are no outstanding: (a) securities or
instruments convertible into or exercisable for any of the capital stock or other equity interests
of China Luxuriance; (b) options, warrants, subscriptions or other rights to acquire capital stock
or other equity interests of China Luxuriance; or (c) commitments, agreements or understandings of
any kind, including employee benefit arrangements, relating to the issuance or repurchase by China
Luxuriance of any capital stock or other equity interests of China Luxuriance, or any instruments
convertible or exercisable for any such securities or any options, warrants or rights to acquire
such securities.



     4.12 Conduct of Business. Since its inception on May 4, 2000, China Luxuriance has
conducted its business in the ordinary and usual course consistent with past practices and there
has not occurred any Material Adverse Effect in the condition (financial or otherwise), results of
operations, properties, assets, liabilities, or business of China Luxuriance. Since September 28,
2007, China Luxuriance has not amended its Memorandum of Association or Articles of Association;
and since its inception on May 4, 2000, (a) except for the issuance of 5,000,000 shares of China
Luxuriance Common Stock to the China Luxuriance Shareholder, issued, sold or authorized for
issuance or sale, shares of any class of its securities (including, but not limited to, by way of
stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities
or entered into any agreements or commitments of any character obligating it to issue or sell any
such securities; (b) redeemed, purchased or otherwise acquired, directly or indirectly, any shares
of its capital stock or any option, warrant or other right to purchase or acquire any such capital
stock; (c) suffered any damage, destruction or loss, whether or not covered by insurance, which has
had or could reasonably be expected to have a Material Adverse Effect on any of its properties,
assets, or business; (d) granted or made any mortgage or pledge or subjected itself or any of its
properties or assets to any lien, charge or encumbrance of any kind; (e) made or committed to make
any capital expenditures in excess of US$10,000; (f) become subject to any Guaranty; (g) granted
any increase in the compensation payable or to become payable to directors, officers or employees
(including, without limitation, any such increase pursuant to any severance package, bonus,
pension, profit-sharing or other plan or commitment); (h) except for the Cooperation Agreements,
entered into any agreement which would be a material agreement, or amended or terminated any
existing material agreement; (i) to the Knowledge of China Luxuriance and the China Luxuriance
Shareholder, been named as a party in any Litigation, or become the focus of any investigation by
any government or regulatory agency or authority; (j) declared or paid any dividend or other
distribution with respect to its capital stock; or (k) to the Knowledge of China Luxuriance and the
China Luxuriance



10









 







Shareholder, experienced any other event or condition of any character which has had, or could
reasonably be expected to have, a Material Adverse Effect on China Luxuriance.



     4.13 Taxes.



     (a) China Luxuriance has properly prepared and timely filed all Tax Returns relating to any
and all Taxes concerning or attributable to it or its operations for any period ending on or before
the Closing Date and such Tax Returns are true, correct and complete in all material respects and
have been completed in accordance with applicable Laws.



     (b) All Taxes (whether or not shown on any Tax Return) payable by China Luxuriance have been
fully and timely paid. The cash reserves or accruals for Taxes provided in the books and records
of China Luxuriance with respect to any period for which Tax Returns have not yet been filed or for
which Taxes are not yet due and owing have been established utilizing consistently applied
accounting methods and are, or prior to the Closing Date will be, sufficient for all unpaid Taxes
of China Luxuriance through and including the Closing Date (including, without limitation, with
respect to any Taxes resulting from the transactions contemplated by this Agreement).



     (c) Neither China Luxuriance nor any Person on behalf of or with respect to China Luxuriance
has executed or filed any agreements or waivers extending any statute of limitations on or
extending the period for the assessment or collection of any Tax which is presently effective. No
power of attorney on behalf of China Luxuriance with respect to any Tax matter is currently in
force.



     (d) China Luxuriance is not a party to any Tax-sharing agreement or similar arrangement with
any other party (whether or not written), and China Luxuriance has not assumed any Tax obligations
of, or with respect to any transaction relating to, any other Person, or agreed to indemnify any
other Person with respect to any Tax.



     (e) No Tax Return concerning or relating to China Luxuriance or its operations has ever been
audited by a government or taxing authority, nor is any such audit in process or pending, and China
Luxuriance has not been notified of any request for such an audit or other examination. To the
Knowledge of China Luxuriance, no claim has been made by a taxing authority in a jurisdiction where
Tax Returns concerning or relating to China Luxuriance or its operations have not been filed, that
it is or may be subject to taxation by that jurisdiction.



     (f) To the Knowledge of China Luxuriance, China Luxuriance has complied in all material
respects with all applicable Laws relating to the payment and withholding of Taxes, and has duly
and timely withheld from employee salaries, wages and other compensation, and has paid over to the
appropriate taxing authorities, all amounts required to be so withheld and paid over for all
periods under all applicable laws.



     4.14 Environmental Matters. No real property used by China Luxuriance presently or in
the past has been used to manufacture, treat, store, or dispose of any hazardous substance and such
property is free of all such substances such that the condition of the property is in



11









 







compliance with applicable Environmental Laws (as defined below). To the Knowledge of China
Luxuriance, China Luxuriance is in compliance with all laws, regulations and other foreign,
domestic, federal, state or local governmental requirements, and all applicable judgments, orders,
writs, notices, decrees, permits, licenses, approvals, consents or injunctions relating to the
generation, management, handling, transportation, treatment, disposal, storage, delivery,
discharge, release or emission of any waste, pollutant or toxic or hazardous substance (including,
without limitation, asbestos, radioactive material and pesticides) (the “Environmental Laws”)
applicable to China Luxuriance or its business as a result of any hazardous substance utilized by
China Luxuriance in its business or otherwise placed at any of the facilities owned, leased or
operated by China Luxuriance, or in which China Luxuriance has a contractual interest. China
Luxuriance has not received any complaint, notice, order, or citation of any actual, threatened or
alleged noncompliance by China Luxuriance with any Environmental Laws, and to the Knowledge of
China Luxuriance, there is no Litigation pending or threatened against China Luxuriance with
respect to any violation or alleged violation of the Environmental Laws, and to China Luxuriance’s
Knowledge, there is no reasonable basis for the institution of any such Litigation.



     4.15 Financial Statements. Attached hereto as Exhibit B are China
Luxuriance’s Financial Statements. The Financial Statements (a) have been prepared in accordance
with the books of account and records of China Luxuriance; (b) fairly present, and are true,
correct and complete statements in all material respects of, China Luxuriance’s financial condition
and the results of its operations at the dates and for the periods specified in those statements;
and (c) have been prepared utilizing consistently applied accounting principles which, overall,
fairly reflect the results of operations of China Luxuriance.



     4.16 Absence of Undisclosed Liabilities. Other than as disclosed in the Financial
Statements, China Luxuriance does not have any Liabilities. Neither China Luxuriance nor the China
Luxuriance Shareholder has any Knowledge of any circumstances, conditions, events or arrangements
which may hereafter give rise to any Liabilities of China Luxuriance.



     4.17 Employment Agreements; Employee Benefit Plans and Employee Payments. China
Luxuriance is not a party to any bonus, pension, profit sharing, deferred compensation, incentive
compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance,
disability, death benefit, hospitalization, medical or other plan, arrangement or understanding
(whether or not legally binding) under which China Luxuriance currently has an obligation to
provide benefits to any current or former employee, officer, director, consultant or advisor of
China Luxuriance (collectively, “Benefit Plans”). China Luxuriance will not have any directors,
officers or employees as of the Closing Date to whom any compensation (whether in the form of
salary, bonuses, commissions, or other supplemental compensation) is now or will be thereafter
payable. Further, China Luxuriance is not a party to any employment agreement which could result
in the payment to any current, former or future director, employee, consultant or advisor of China
Luxuriance of any money or other property or rights or accelerate or provide any other rights or
benefits to any such employee, director, consultant or advisor as a result of the transactions
contemplated by this Agreement, whether or not some other subsequent action or event would be
required to cause such payment, acceleration or provision to be triggered.



12









 





     4.18 Intellectual Property.



     (a) There is no Intellectual Property owned by China Luxuriance.



     (b) China Luxuriance has not interfered with, infringed upon, misappropriated, or otherwise
come into conflict with any intellectual property rights of third parties, and has not received any
charge, complaint, claim, demand, or notice alleging any such interference, infringement,
misappropriation, or violation (including any claim that China Luxuriance must license or refrain
from using any intellectual property rights of any third party).



     4.19 Properties. China Luxuriance has good, clear and marketable title to all the
tangible properties and tangible assets which are material to China Luxuriance’s business (except
properties sold or otherwise disposed of since the date thereof in the ordinary course of
business), free and clear of all liens and encumbrances.



     4.20 Disclosure. No representation or warranty of China Luxuriance or the China
Luxuriance Shareholder contained in this Agreement, and no statement, report, or certificate
furnished by or on behalf of China Luxuriance or the China Luxuriance Shareholder to the Company
pursuant hereto or in connection with the transactions contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading or omits to state a material fact necessary
in order to provide the Company with full and proper information as to the business, financial
condition, assets, liabilities, or results of operation of China Luxuriance and the value of the
properties or the ownership of China Luxuriance.



ARTICLE V




Additional Agreements




     5.1 Survival of the Representations and Warranties. The representations and
warranties and covenants set forth in Article III and Article IV of this Agreement shall survive
the Closing until the expiration of two (2) years from the Closing Date, provided, however, that in
the case of fraud or any representation or warranty of China Luxuriance or the China Luxuriance
Shareholder as to title of the China Luxuriance Common Stock, Taxes, Environmental Laws and Benefit
Plans, the representations and warranties shall survive the Closing until the expiration of three
(3) years.



     5.2 Investigation. The representations, warranties, covenants and agreements set
forth in this Agreement shall not be affected or diminished in any way by any investigation (or
failure to investigate) at any time by or on behalf of the party for whose benefit such
representations, warranties, covenants and agreements were made. All statements contained herein
or in any schedule, certificate, exhibit, list or other document required to be delivered pursuant
hereto, shall be deemed to be representations and warranties for purposes of this Agreement;
provided, that any knowledge or materiality qualifications contained herein shall be applicable to
such other documents.



13









 





     5.3 China Luxuriance’s Indemnification. The Company agrees to indemnify and hold
harmless China Luxuriance and each of China Luxuriance’s directors, officers, employees, Affiliates
and agents from and against any loss, claim, liability, cost, expense or other damages (including
reasonable legal fees and expenses) (a “China Luxuriance Loss”) which is caused by or arises out
of: (a) any breach or default in the performance by the Company of any covenant or agreement made
by the Company in this Agreement; (b) any breach of any representation or warranty made by the
Company in this Agreement; and (c) any and all Litigation incident to any of the foregoing.



     5.4 Limitations on China Luxuriance’s Indemnification from the Company.
Notwithstanding anything contained herein to the contrary, China Luxuriance shall not be entitled
to indemnification from the Company for a China Luxuriance Loss under the provisions of Section 5.3
hereof, unless and until the aggregate amount of all China Luxuriance Losses under Section 5.3
shall have exceeded US$100,000, in which event China Luxuriance shall be entitled to such
indemnification from the Company for all of the China Luxuriance Loss; provided, that the amount of
any China Luxuriance Loss for which indemnification is provided under Section 5.3 hereof shall be
net of any amounts recovered by China Luxuriance under insurance policies with respect to such
China Luxuriance Loss from the Company. China Luxuriance shall in a timely fashion submit a claim
to its insurance carrier with respect to any China Luxuriance Loss from the Company for which the
Company is obligated to provide indemnification to China Luxuriance hereunder.



     5.5 The Company’s Indemnification. China Luxuriance and the China Luxuriance
Shareholder, jointly and severally, agree to indemnify and hold harmless the Company, and each of
its current and former directors, officers, employees, Affiliates and agents from and against any
loss, claim, liability, cost, expense or other damages (including reasonable legal fees and
expenses) (a “Company Loss”) which is caused by or arises out of: (a) any breach or default in the
performance by China Luxuriance or the China Luxuriance Shareholder of any covenant or agreement
made by China Luxuriance or the China Luxuriance Shareholder in this Agreement; (b) any breach of
any representation or warranty made by China Luxuriance or the China Luxuriance Shareholder in this
Agreement; and (c) any and all Litigation incident to any of the foregoing.



     5.6 Limitations on the Company’s Indemnification. Notwithstanding anything contained
herein to the contrary, the Company shall not be entitled to indemnification for a Company Loss
under the provisions of Section 5.5 hereof, unless and until the aggregate amount of all Company
Losses under Section 5.5 shall have exceeded US$100,000, in which event the Company shall be
entitled to such indemnification from China Luxuriance and the China Luxuriance Shareholder for all
Company Losses; provided, that the amount of any Company Losses for which indemnification is
provided under Section 5.5 hereof shall be net of any amounts recovered by the Company under
insurance policies with respect to such Company Loss. The Company shall in a timely fashion submit
a claim to its insurance carrier with respect to any Company Losses for which China Luxuriance and
the China Luxuriance Shareholder are obligated to provide indemnification to the Company hereunder.
The aggregate indemnification from China Luxuriance and the China Luxuriance Shareholder for all
Company Losses



14









 




(including those which are caused by or arise out of any fraudulent act of China Luxuriance or
the China Luxuriance Shareholder) shall not exceed an amount equal to the Sale Consideration.




     5.7 Indemnity Procedure. A party or parties hereto agreeing to be responsible for or
to indemnify against any matter pursuant to this Agreement is referred to herein as the
“Indemnifying Party” and the other party or parties claiming indemnity is referred to as the
“Indemnified Party”.



     (a) An Indemnified Party under this Agreement shall, with respect to claims asserted against
such party by any third party, give written notice to the Indemnifying Party of any liability which
might give rise to a claim for indemnity under this Agreement within thirty (30) calendar days of
the receipt of any written claim from any such third party, but not later than twenty (20) days
prior to the date any answer or responsive pleading is due, and with respect to other matters for
which the Indemnified Party may seek indemnification, give prompt written notice to the
Indemnifying Party of any liability which might give rise to a claim for indemnity; provided,
however, that any failure to give such notice will not waive any rights of the Indemnified Party
except to the extent the rights of the Indemnifying Party are materially prejudiced.



     (b) The Indemnifying Party shall have the right, at its election, to take over the defense or
settlement of such claim by giving written notice to the Indemnified Party at least fifteen (15)
days prior to the time when an answer or other responsive pleading or notice with respect thereto
is required. If the Indemnifying Party makes such election, it may conduct the defense of such
claim through counsel of its choosing (subject to the Indemnified Party’s approval of such counsel,
which approval shall not be unreasonably withheld), shall be solely responsible for the expenses of
such defense and shall be bound by the results of its defense or settlement of the claim. The
Indemnifying Party shall not settle any such claim without prior notice to and consultation with
the Indemnified Party, and no such settlement involving any equitable relief or which might have an
adverse effect on the Indemnified Party may be agreed to without the written consent of the
Indemnified Party (which consent shall not be unreasonably withheld). So long as the Indemnifying
Party is diligently contesting any such claim in good faith, the Indemnified Party may pay or
settle such claim only at its own expense and the Indemnifying Party will not be responsible for
the fees of separate legal counsel to the Indemnified Party, unless the named parties to any
proceeding include both parties and representation of both parties by the same counsel would be
inappropriate. If the Indemnifying Party does not make such election, or having made such election
does not, in the reasonable opinion of the Indemnified Party, proceed diligently to defend such
claim, then the Indemnified Party may (after written notice to the Indemnifying Party), at the
expense of the Indemnifying Party, elect to take over the defense of and proceed to handle such
claim in its discretion and the Indemnifying Party shall be bound by any defense or settlement that
the Indemnified Party may make in good faith with respect to such claim. In connection therewith,
the Indemnifying Party will fully cooperate with the Indemnified Party should the Indemnified Party
elect to take over the defense of any such claim.



     (c) The parties agree to cooperate in defending such third party claims and the Indemnified
Party shall provide such cooperation and such access to its books, records and



15









 







properties as the Indemnifying Party shall reasonably request with respect to any matter for
which indemnification is sought hereunder; and the parties hereto agree to cooperate with each
other in order to ensure the proper and adequate defense thereof.



     With regard to claims of third parties for which indemnification is payable hereunder, such
indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the
entry of a judgment against the Indemnified Party and the expiration of any applicable appeal
period, or if earlier, five (5) days prior to the date that the judgment creditor has the right to
execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision
against the Indemnified Party; or (iii) a settlement of the claim. Notwithstanding the foregoing,
provided that there is no dispute as to the applicability of indemnification, the reasonable
expenses of counsel to the Indemnified Party shall be reimbursed on a current basis by the
Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to
other claims for which indemnification is payable hereunder, such indemnification shall be paid
promptly by the Indemnifying Party upon demand by the Indemnified Party.



ARTICLE VI




Closing; Deliveries; Conditions Precedent 




     6.1 Closing; Effective Date. All proceedings taken and all documents executed at the
Closing shall be deemed to have been taken, delivered and executed simultaneously, and no
proceeding shall be deemed taken nor documents deemed executed or delivered until all have been
taken, delivered and executed.



     6.2 Deliveries



     (a) At Closing, the Company shall deliver the following documents to the China Luxuriance
Shareholder:



          (i) the Sale Consideration as set forth in Section 2.1(a);




          (ii) a certificate, dated the Closing Date, of an officer of the Company setting forth that
authorizing resolutions were adopted by the Company’s Board of Directors approving the terms and
conditions of this Agreement and the other documents contemplated hereby and the transactions
contemplated hereby and thereby;




          (iii) the certificate referred to in Section 6.3(d); and




          (iv) such other documents and instruments as the China Luxuriance Shareholder may reasonably
request.




     (b) At Closing, China Luxuriance and the China Luxuriance Shareholder shall deliver the
following documents to the Company:



16









 





          (i) the certificate(s) representing all of the outstanding China Luxuriance Common Stock to be
delivered to the Company duly endorsed by the China Luxuriance Shareholder;




          (ii) a certificate from the British Virgin Islands authorities, as of a recent date, as to the
good standing of China Luxuriance;




          (iii) a certificate, dated the Closing Date, of an officer of China Luxuriance setting forth
that authorizing resolutions were adopted by China Luxuriance’s Board of Directors approving the
terms and conditions of this Agreement and the other documents contemplated hereby and the
transactions contemplated hereby and thereby, along with an executed copy of the foregoing
authorizing resolutions attached thereto;




          (iv) the favorable legal opinion of King & Wood, PRC counsel to China Luxuriance and the China
Luxuriance Shareholder, as to, among other matters, the legality and enforceability of the
Cooperation Agreements under the laws of the People’s Republic of China and the legality of the
corporate organizational structure of China Luxuriance;




          (v) the Financial Statements referred to in Section 4.15;




          (vi) the certificates referred to in Section 6.4(d);




          (vii) the executed letters of resignation of all executive officers and directors of China
Luxuriance dated as of the Closing Date; and




          (viii) such other documents and instruments as the Company may reasonably request.




     6.3 Conditions Precedent to the Obligations of China Luxuriance and the China Luxuriance
Shareholder. Each and every obligation of China Luxuriance and the China Luxuriance
Shareholder to consummate the transactions described in this Agreement and any and all liability of
China Luxuriance to the Company shall be subject to the fulfillment on or before the Closing Date
of the following conditions precedent:



     (a) Representations and Warranties True. Each of the representations and warranties of the
Company contained herein or in any certificate or other document delivered pursuant to this
Agreement or in connection with the transactions contemplated hereby shall be true and correct in
all material respects as of the Closing Date with the same force and effect as though made on and
as of such date.



     (b) Performance. The Company shall have performed and complied in all material respects with
all of the agreements, covenants and obligations required under this Agreement to be performed or
complied with by them on or prior to the Closing Date.



     (c) No Material Adverse Change. Except as expressly permitted or contemplated by this
Agreement, no event or condition shall have occurred which has materially adversely



17









 







affected or may materially adversely affect in any respect the condition (financial or
otherwise) of the Company between the date of execution of this Agreement and the Closing Date.



     (d) The Company’s Certificate. The Company shall have delivered to China Luxuriance a
certificate dated the Closing Date, certifying that the conditions specified in Sections 6.3(a),
(b) and (c) above have been fulfilled and as to such other matters as China Luxuriance or the China
Luxuriance Shareholder may reasonably request.



     (e) Consents. The Company shall have obtained all authorizations, consents, waivers and
approvals as may be required to consummate the transactions contemplated by this Agreement.



     6.4 Conditions Precedent to the Obligations of the Company. Each and every obligation
of the Company to consummate the transactions described in this Agreement and any and all liability
of the Company to China Luxuriance shall be subject to the fulfillment on or before the Closing
Date of the following conditions precedent:



     (a) Representations and Warranties True. Each of the representations and warranties of China
Luxuriance and the China Luxuriance Shareholder contained herein or in any certificate or other
document delivered pursuant to this Agreement or in connection with the transactions contemplated
hereby shall be true and correct in all material respects as of the Closing Date with the same
force and effect as though made on and as of such date.



     (b) Performance. China Luxuriance shall have performed and complied in all material respects
with all of the agreements, covenants and obligations required under this Agreement to be performed
or complied with by it on or prior to the Closing Date.



     (c) No Material Adverse Change. Except as expressly permitted or contemplated by this
Agreement, no event or condition shall have occurred which has adversely affected or may adversely
affect in any respect the condition (financial or otherwise) of China Luxuriance between the date
of execution of this Agreement and the Closing Date.



     (d) China Luxuriance and the China Luxuriance Shareholder Certificates. China Luxuriance and
the China Luxuriance Shareholder each shall have delivered a certificate addressed to the Company,
dated the Closing Date, certifying that the conditions specified in Sections 6.4(a), (b) and (c)
above have been fulfilled.



     (e) Consents. China Luxuriance shall have obtained all authorizations, consents, waivers and
approvals as may be required to consummate the transactions contemplated by this Agreement,
including but not limited to those with respect to any material agreement of China Luxuriance.



     (f) Due Diligence Review. The Company shall have completed its due diligence investigation of
China Luxuriance to its satisfaction, in its sole and absolute discretion.



18









 





     (g) Financial Statements. China Luxuriance shall have delivered to the Company China
Luxuriance’s Financial Statements. The Financial Statements shall: (a) have been prepared in
accordance with the books of account and records of China Luxuriance; (b) fairly present, and be
true, correct and complete statements in all material respects of, China Luxuriance’s financial
condition and the results of its operations at the dates and for the periods specified in those
statements; and (c) have been prepared utilizing consistently applied accounting principles which,
overall, fairly reflect the results of operations of China Luxuriance.



     (h) Resignations. China Luxuriance shall have delivered the executed letters of resignation
of all executive officers and directors of China Luxuriance dated and effective as of the Closing
Date.



     6.5 Best Efforts. Subject to the terms and conditions provided in this Agreement,
each of the parties shall use its respective best efforts in good faith to take or cause to be
taken as promptly as practicable all reasonable actions that are within its power to cause to be
fulfilled those of the conditions precedent to its obligations or the obligations of the other
parties to consummate the transactions contemplated by this Agreement that are dependent upon its
actions, including obtaining all necessary consents, authorizations, orders, approvals and waivers.



ARTICLE VII




Covenants




     7.1 General Confidentiality. Each of the Parties will treat and hold as such all of
the Confidential Information of the other Parties, refrain from using any of the Confidential
Information except in connection with this Agreement, and unless there is a closing on the Sale,
deliver promptly to the owner of such Confidential Information or destroy, at the request and
option of the owner of the Confidential Information, all tangible embodiments (and all copies) of
the Confidential Information which are in its possession. In the event that any of the Parties is
requested or required (by oral question or request for information or documents in any legal
proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose
any Confidential Information, that Party will notify the affected Party promptly of the request or
requirement so that the affected Party may seek an appropriate protective order or waive compliance
with the provisions of this Section 7.1. If, in the absence of a protective order or the receipt
of a waiver hereunder, any of the Parties is, on the advice of counsel, compelled to disclose any
Confidential Information to any tribunal or else stand liable for contempt, that Party may disclose
the Confidential Information to the tribunal; provided, however, that the disclosing Party shall
use its commercially reasonable efforts to obtain, at the request of the affected Party, an order
or other assurance that confidential treatment will be accorded to such portion of the Confidential
Information required to be disclosed as the affected Party shall designate. The foregoing
provisions shall not apply to any Confidential Information which is generally available to the
public immediately prior to the time of disclosure.



     7.2 General. In case at any time after the Closing Date any further action is
necessary to carry out the purposes of this Agreement, each of the Parties will take such further
action (including the execution and delivery of such further instruments and documents) as any
other



19









 







Party reasonably may request, all at the sole cost and expense of the requesting Party (unless
the requesting Party is entitled to indemnification therefor under Article V).



ARTICLE VIII




Miscellaneous




     8.1 Notices. Any notice, demand, claim or other communication under this Agreement
shall be in writing and delivered personally or sent by certified mail, return receipt requested,
postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at the addresses
as follows (or at such other addresses as shall be specified by the parties by like notice):



	 	 	 
	If to the Company:

	 	Qiao Xing Universal Telephone, Inc.
	 

	 	Qiao Xing Science Industrial Park
	 

	 	Tang Quan
	 

	 	Huizhou City, Guangdong,
	 

	 	People’s Republic of China 516023
	 
	 	 
	 

	 	Attn: Rui Lin WU, Chairman
	 
	 	 
	 

	 	Telephone:     (011) 86-752-2820-268
	 

	 	Facsimile:      (011) 86-752-2820-268
	 
	 	 
	With a copy to:

	 	Andrew N. Bernstein, P.C.
	 

	 	5445 DTC Parkway, Suite 250
	 

	 	Greenwood Village, Colorado 80111
	 
	 	 
	 

	 	Attn: Andrew N. Bernstein, Esq.
	 
	 	 
	 

	 	Telephone:     303-770-7131
	 

	 	Facsimile:      303-770-7332
	 
	 	 
	If to China Luxuriance or
	 	 
	The China Luxuriance Shareholder:

	 	China Luxuriance Jade Company, Ltd.
	 

	 	20/F., No. 633 King’s Road
	 

	 	North Point, Hong Kong
	 
	 	 
	 

	 	Attn: Rui Lin WU, Chairman
	 
	 	 
	 

	 	Telephone:      (011) 852-3900-1000
	 

	 	Facsimile:       (011) 852-3900-1001






20









 





     Such notice shall be deemed delivered upon receipt against acknowledgment thereof if delivered
personally, on the third business day following mailing if sent by certified mail, upon
transmission against confirmation if sent by facsimile and on the next business day if sent by
overnight courier.



     8.2 Entire Agreement; Incorporation. This Agreement and the documents and instruments
and other agreements among the parties hereto as contemplated by or referred to herein contain
every obligation and understanding between the parties relating to the subject matter hereof and
merges all prior discussions, negotiations, agreements and understandings, both written and oral,
if any, between them, and none of the parties shall be bound by any conditions, definitions,
understandings, warranties or representations other than as expressly provided or referred to
herein. All schedules, exhibits and other documents and agreements executed and delivered pursuant
hereto are incorporated herein as if set forth in their entirety herein.



     8.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, heirs, personal representatives, legal
representatives, and permitted assigns.



     8.4 Assignment. This Agreement may not be assigned by any party without the written
prior consent of the other parties. Subject to the preceding sentence, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.



     8.5 Waiver and Amendment. Any representation, warranty, covenant, term or condition
of this Agreement which may legally be waived, may be waived, or the time of performance thereof
extended, at any time by the party hereto entitled to the benefit thereof, and any term, condition
or covenant hereof (including, without limitation, the period during which any condition is to be
satisfied or any obligation performed) may be amended by the parties thereto at any time. Any such
waiver, extension or amendment shall be evidenced by an instrument in writing executed on behalf of
the party against whom such waiver, extension or amendment is sought to be charged. No waiver by
any party hereto, whether express or implied, of its rights under any provision of this Agreement
shall constitute a waiver of such party’s rights under such provisions at any other time or a
waiver of such party’s rights under any other provision of this Agreement. No failure by any party
thereof to take any action against any breach of this Agreement or default by another party shall
constitute a waiver of the former party’s right to enforce any provision of this Agreement or to
take action against such breach or default or any subsequent breach or default by such other party.



     8.6 No Third Party Beneficiary. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any Person other than the parties hereto
and their respective heirs, personal representatives, legal representatives, successors and
permitted assigns, any rights or remedies under or by reason of this Agreement, except as otherwise
provided herein.



21









 





     8.7 Severability. In the event that any one or more of the provisions contained in
this Agreement, or the application thereof, shall be declared invalid, void or unenforceable by a
court of competent jurisdiction, the remainder of this Agreement shall remain in full force and
effect and the application of such provision to other Persons or circumstances will be interpreted
so as reasonably to effect the intent of the parties hereto. The parties further agree to replace
such invalid, void or unenforceable provision with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of such invalid, void or
unenforceable provision.



     8.8 Expenses. Except as otherwise provided herein, each party agrees to pay, without
right of reimbursement from the other party, the costs incurred by it incident to the performance
of its obligations under this Agreement and the consummation of the transactions contemplated
hereby, including, without limitation, costs incident to the preparation of this Agreement, and the
fees and disbursements of counsel, accountants and consultants employed by such party in connection
herewith.



     8.9 Headings. The table of contents and the section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning or interpretation
of any provisions of this Agreement.



     8.10 Other Remedies; Injunctive Relief. Except as otherwise provided herein, any and
all remedies herein expressly conferred upon a party will be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the
exercise by a party of any one remedy will not preclude the exercise of any other remedy. The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the People’s Republic of China, this being in addition to any
other remedy to which they are entitled at law or in equity. In any action at law or suit in
equity to enforce this Agreement or the rights of the parties hereunder, the prevailing party in
any such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and
all other reasonable costs and expenses incurred in such action or suit.



     8.11 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together shall constitute one and the same
instrument. Facsimile signatures shall be deemed valid and binding.



     8.12 Remedies Exclusive. Except in the case of fraud or equitable remedies expressly
provided for herein, the parties acknowledge and agree that the indemnification provisions set
forth in Article V of this Agreement constitute the parties’ sole and exclusive remedy with respect
to any and all claims relating to the transactions contemplated by this Agreement.



     8.13 Governing Law. This Agreement has been entered into and shall be construed and
enforced in accordance with the laws of the People’s Republic of China, without reference to the
choice of law principles thereof.



22









 





     8.14 Jurisdiction and Venue. This Agreement shall be subject to the exclusive
jurisdiction of the courts of the People’s Republic of China. The parties to this Agreement agree
that any breach of any term or condition of this Agreement shall be deemed to be a breach occurring
in the People’s Republic of China by virtue of a failure to perform an act required to be performed
in the People’s Republic of China and irrevocably and expressly agree to submit to the exclusive
jurisdiction of the courts of the People’s Republic of China for the purpose of resolving any
disputes among the parties relating to this Agreement or the transactions contemplated hereby. The
parties irrevocably waive, to the fullest extent permitted by law, any objection which they may now
or hereafter have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement, or any judgment entered by any court in respect hereof brought in the
People’s Republic of China, and further irrevocably waive any claim that any suit, action or
proceeding brought in the People’s Republic of China has been brought in an inconvenient forum.



     8.15 Participation of Parties. The parties hereby agree that they have been
represented by counsel during the negotiation and execution of this Agreement and, therefore, waive
the application of any law, regulation, holding, or rule of construction providing that ambiguities
in an agreement or other document will be construed against the party drafting such agreement or
document.



     8.16 Further Assurances. The parties hereto shall deliver any and all other
instruments or documents reasonably required to be delivered pursuant to, or necessary or proper in
order to give effect to, all of the terms and provisions of this Agreement including, without
limitation, all necessary stock powers and such other instruments of transfer as may be necessary
or desirable to transfer full and complete ownership of the shares of China Luxuriance Common Stock
free and clear of any liens or encumbrances.



     8.17 Publicity. No public announcement or other publicity concerning this Agreement
or the transactions contemplated hereby shall be made without the prior written consent of the
Company as to form, content, timing and manner of distribution. Nothing contained herein shall
prevent any party from making any filing required by foreign, federal or state securities laws or
stock exchange rules.



     8.18 No Solicitation. Neither China Luxuriance, the China Luxuriance Shareholder nor
the Company shall authorize or permit any of its officers, directors, agents, representatives,
managers, members, agents, or advisors to solicit, initiate or encourage or take any action to
facilitate the submission of inquiries, proposals or offers from any person relating to any matter
concerning any merger, consolidation, business combination, recapitalization or similar transaction
involving China Luxuriance, the China Luxuriance Shareholder or the Company, respectively, other
than the transaction contemplated by this Agreement or any other transaction the consummation of
which would or could reasonably be expected to impede, interfere with, prevent or delay the Sale or
which would or could be expected to dilute the benefits to each of the parties of the transactions
contemplated hereby. China Luxuriance, the China Luxuriance Shareholder and the Company will
immediately cease and cause to be terminated any existing



23









 







activities, discussions and negotiations with any parties conducted heretofore with respect to
any of the foregoing.



[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]




24









 








     IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	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 WU
	 	 
	 

	 	Chairman
	 	 	 	 	 	Chairman	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CHINA LUXURIANCE SHAREHOLDER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	/s/RUI LIN WU	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Rui 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




 









 





Long-term Cooperation Agreement



This Long-term Cooperation Agreement (“This Agreement”) is entered into on November 27, 2008 in
Beijing by the following parties:



Party A: Chifeng Haozhou Mining Co., Ltd. (Supplier)



Registered Address: South of Daming Street and West of Tianyi Road, Xincheng District, Chifeng
City (Third floor of Fortune Plaza, Tower B)



Party B: [Chi Feng Zhong Tai Mining Co., Ltd. (Buyer)]



Registered Address: [Third floor of Baisite Fortune Plaza, Tower B, Xincheng District, Chifeng
City]



The parties hereunder are separately referred to as a “Party” and collectively referred to as
the “Parties”.



WHEREAS:



1. Party A is a limited liability company that is legally incorporated under the laws of the
People’s Republic of China (“PRC”), and Party A intends to engage in the business of exploiting
and mineral processing of copper and molybdenum minerals and other related metallic minerals.



2. An enormous amount of funding shall be needed by Party A for the business operation and the
construction of the mine, and such funding need to be obtained through stable means and in
timely manners.



3. In order to avoid the adverse impact on the operation of the company that is caused by the
price fluctuation and slow sale of the Agreement Product (defined below), Party A also wishes
to establish a long-term cooperation relationship with a business partner that is experienced
in mining business operation to obtain stable income;



4. Party B is a limited liability company that is legally incorporated under the laws of the
PRC, which has vast experience and operation capacity with respect to the mineral resources
market and mineral resources trade.



5. Party B also possesses a fair amount of idle fund and wishes to make best use of such idle
fund through the establishment of a long-term commercial and trade
partnership with cooperating
partners in the mineral resources industry, and wishes to increase its operating revenue.



In accordance with the Contract Law and other relevant laws and regulations of the


 









 






PRC, the Parties now enter into this agreement through equal consultation and agree as follows.




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 Ruilin
	 
	 	 	Party B: Chi Feng Zhong Tai Mining Co., Ltd.
	 
	 	 	Address: Third floor of Baisite Fortune Plaza, Tower B, Xincheng District, Chifeng City
	 
	 	 	Post Code: 024000 
	 
	 	 	Tel: 86-476-8823002 
	 
	 	 	Fax: 86-476-8823010
	 
	 	 	Contact Person: WANG Zhentian




12.2 Either party shall inform, in writing, the other Party of any change of the
aforesaid contact information according to the provision of this Article as soon as
possible.




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.





(The remainder of this page is intentionally left blank)




9









 





Exhibit 1.3 Share Pledge Agreement




 









 





Exhibit 5.1 Quality Standard of the Agreement Product




(Quality
Standard for Molybdenum Concentrate GB3200—82  )




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Mo(%)	 	 
	 	 	 	 	 	 	Not	 	 
	 	 	 	 	 	 	less	 	The content of is impurities not bigger than (%)
	Class	 	Type	 	than	 	SIO2	 	As	 	Sn	 	p	 	Cu	 	Pb	 	CaO
	Second class
	 	1st Type	 	 	45	 	 	 	12.0	 	 	 	0.07	 	 	 	0.07	 	 	 	0.07	 	 	 	0.30	 	 	 	0.50	 	 	 	3.30	 
	 
	 	2nd Type	 	 	45	 	 	 	13.0	 	 	 	0.06	 	 	 	0.06	 	 	 	0.04	 	 	 	0.30	 	 	 	0.30	 	 	 	2.00	 
	 
	 	3rd
Type	 	 	45	 	 	 	6.0	 	 	 	0.25	 	 	 	0.15	 	 	 	0.15	 	 	 	1.50	 	 	 	1.50	 	 	 	2.00	 





Note 1: The first and second types in the table adopts the floatation method to manufacture
molybdenum concentrate, the third type is the molybdenum concentrate product that is
comprehensively recycled from tungsten, tin, molybdenum and other metallic minerals.



Note 2: Party A and Party B confirm that the quality of the Agreement Product shall be
determined after the Inspection of Goods procedure is completed under Article 6 of this
Agreement.




 









 








Exhibit 6.1(3) Ordinary Permissible Range for Error




     1. When using the gravimetric method to test the overall contents of oil and water, the
difference between the Party A’s testing result and Party B’s result shall not be bigger than
the figures listed in the ordinary permissible range for error under table 1 below:



Table 1




	 	 	 	 	 
	Contents of oil and water	 	Ordinary permissible range for error
	0.10 ~ 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	 






     2. When using the lead molybdate gravimetric method to test the content of molybdenum,
the difference between the Party A’s testing result and Party B’s result shall not be bigger
than the figures listed in the ordinary permissible range for error under table 2 below:



Table 2




	 	 	 
	The weight percentage of molybdate /%	 	Ordinary permissible range for error/%
	40 ~ 50

	 	0.35
	>50
	 	0.40






 









 






Exhibit 9.1 Mining Right Certificates



A. The exploration certificate for mining that Party A holds when executing this
Agreement.



B. Party A promises that, within 210 days from the execution of this Agreement, it shall
obtain from the competent government authorities the following documents for the mine located
at Er Dao Ying Zi, Ba Lin Zuo Qi Si Fang Cheng Xiang, Chifeng City, Inner Mongolia:





	 	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, and
	 
	 	5.	 	safe production certificate.




 









 










(This
page is a signature page for the “Supplemental Agreement to Long-term Cooperation Agreement”.)















3











 





Exhibit A-2




Supplemental Agreement to Long-term Cooperation Agreement




This Supplemental Agreement to Long-term Cooperation Agreement (“This Supplemental Agreement”) is
entered into on November 28, 2008 in Beijing by the following parties:


Party A: Chifeng Haozhou Mining Co., Ltd. (Supplier)




Registered Address: South of Daming Street and West of Tianyi Road, Xincheng
District, Chifeng City (Third floor of Fortune Plaza, Tower B)



Party B: [Chi Feng Zhong Tai Mining Co., Ltd. (Buyer)]
Registered Address: [Third floor of Baisite Fortune Plaza, Tower B, Xincheng

District, Chifeng City]




The parties hereunder are separately referred to as a “Party” and collectively referred to as the
“Parties”.



WHEREAS:



1. Party A is a limited liability company that is legally incorporated under the laws of the
People’s Republic of China (“PRC”), and Party A intends to engage in the business of exploiting and
mineral processing of copper and molybdenum minerals and other related metallic minerals.



2. Party B is a limited liability company that is legally incorporated under the laws of the PRC,
which has vast experience and operation capacity with respect to the mineral resources market and
mineral resources trade.



3. Party
A and Party B on [ ], 2008 entered into a Long-term Cooperation Agreement (“Long-term
Cooperation Agreement”), which sets forth the long-term cooperation relationship between Party A
and Party B.



In accordance with the Contract Law and other relevant laws and regulations of the PRC, the Parties
now enter into this agreement through equal consultation and agree as follows.



Article 1



Party A and Party B fully understand and agree that, in light of the fact that the advance payment
made to Party A by Party B under Article 1.2 of Long-term Cooperation Agreement increases the cash
flow of Party A, satisfies the manufacturing and construction needs of Party A for certain stage,
and helps Party A




1









 








moving forward in a better direction, Party A hereby agrees that the prices for the Agreement
Product defined in the Long-term Cooperation Agreement and contained in the procurement orders for
each specific sales transaction could be determined by Party B, provided that Party A can sell the
Agreement Product defined in the Long-term Cooperation Agreement at a price of not less than the
cost of the Agreement Product.



The definition of cost mentioned in the Long-term Cooperation Agreement and This Supplemental
Agreement should be: All the cash cost occurred by Party A since the signature of This
Supplemental Agreement.



Article 2



Party B agreed to invest all plants and equipments necessary to satisfy the manufacturing and
construction after the signature of This Supplemental Agreement. Party A agreed that all the cash
flows generated from the operation of the mine and the disposal of plants and equipments will
belong to Party B.



Article 3



This Supplemental Agreement constitutes a supplement to the Long-term Cooperation Agreement and has
equivalent legal force as the Long-term Cooperation Agreement. Where the provisions of this
Supplemental Agreement are not consistent with the provisions of the Long-term Cooperation
Agreement, the provisions of this Supplemental Agreement shall apply; where the provisions of this
Supplemental Agreement are not inconsistent with the provisions of the Long-term Cooperation
Agreement, the provisions of the Long-term Cooperation Agreement shall apply.



(The remainder of this page is intentionally left blank)




2









 





(This page is a signature page for the “Long-term Cooperation Agreement”.)














 









 





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




	 	 	 	 	 	 	 	 	 
	 	 	2008	 
	 	 	RMB	 	 	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	 	 	 	49	 
	Net non-operating income (loss)
	 	 	338	 	 	 	49	 
	 	 	   
	Income 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, 30	 
	 	 	2008	 
	 	 	RMB	 	 	US$	 
	ASSETS
	 	 	 	 	 	 	 	 
	CURRENT ASSETS
	 	 	 	 	 	 	 	 
	Cash and cash equivalents
	 	 	4,797,307	 	 	 	702,861	 
	Inventories
	 	 	807,762	 	 	 	118,346	 
	Prepaid expenses
	 	 	212,273	 	 	 	31,100	 
	Other receivables
	 	 	2,302,923	 	 	 	337,405	 
	Due from related parties
	 	 	41,282,794	 	 	 	6,048,407	 
	 	 	   
	TOTAL CURRENT ASSETS
	 	 	49,403,059	 	 	 	7,238,119	 
	 	 	   
	NON-CURRENT ASSETS
	 	 	 	 	 	 	—	 
	Fixed assets, net
	 	 	3,128,895	 	 	 	458,419	 
	Construction-in-progress
	 	 	91,248,340	 	 	 	13,368,937	 
	Intangible assets
	 	 	78,200,000	 	 	 	11,457,204	 
	 	 	 
	TOTAL NON-CURRENT ASSETS
	 	 	172,577,235	 	 	 	25,284,560	 
	 	 	 
	TOTAL ASSETS
	 	 	221,980,294	 	 	 	32,522,679	 
	 	 	   
	 
	 	 	 	 	 	 	 	 
	LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS’ EQUITY	 	 	—	 
	CURRENT LIABILITIES
	 	 	 	 	 	 	—	 
	Other payables
	 	 	45,790,258	 	 	 	6,708,802	 
	Accrued liabilities
	 	 	117,808	 	 	 	17,260	 
	Due to related parties
	 	 	46,552,728	 	 	 	6,820,513	 
	Taxation payable
	 	 	1,283	 	 	 	188	 
	 	 	   
	TOTAL CURRENT LIABILITIES
	 	 	92,462,077	 	 	 	13,546,763	 
	 	 	   
	LONG-TERM LIABILITIES
	 	 	 	 	 	 	—	 
	 	 	   
	TOTAL NON-CURRENT LIABILITIES
	 	 	—	 	 	 	—	 
	 	 	   
	TOTAL LIABILITIES
	 	 	92,462,077	 	 	 	13,546,763	 
	 	 	   
	 
	 	 	 	 	 	 	 	 
	MINORITY INTEREST
	 	 	—	 	 	 	—	 
	SHAREHOLDERS’ EQUITY
	 	 	 	 	 	 	 	 
	Share capital
	 	 	131,247,736	 	 	 	19,229,311	 
	Cumulative translation adjustments
	 	 	—	 	 	 	(4,854	)
	Retained earnings (deficits)
	 	 	(1,729,519	)	 	 	(248,541	)
	 	 	   
	TOTAL SHAREHOLDERS’ EQUITY
	 	 	129,518,217	 	 	 	18,975,916	 
	 	 	   
	TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY
	 	 	221,980,294	 	 	 	32,522,679	 
	 	 	   






 









 






EXHIBIT C




FORM OF OPINION OF COUNSEL OF CHINA LUXURIANCE

REFERENCED IN SECTION 6.2(b)(iv)





 












 










Legal Opinion



To: Qiao Xing Universal Telephone, Inc.



Date: February 19, 2009




Dear Sirs,



This firm is a law firm duly approved by the competent authorities and established
in the People’s Republic of China (“PRC”, for the purpose of this legal opinion, the
expression “PRC” used herein shall exclude Hong Kong Special Administrative Region,
Macau Special Administrative Region and Taiwan) under PRC laws and regulations, and is
qualified to provide PRC legal services. We have been requested by Qiao Xing Universal
Telephone, Inc. to issue and deliver this legal opinion under PRC laws and regulations
in relation to the captioned matters.



This legal opinion is made on the basis of the documents provided by Qiao Xing
Universal Telephone, Inc. and Mr. Wu Ruilin, Ms. Yu Lulu, Chifeng Haozhou Mineral
Company, Ltd.  (“Haozhou Co”), China Luxuriance Jade Company Limited.  (“Luxuriance Jade
Co”), Huizhou Taiherui Information Technology Co., Ltd.  (“Taiherui Co”) and Chifeng
Zhongtai Mineral Co., Ltd.  (“Zhongtai Co”).



Save as expressly mentioned in this legal opinion, we did not make any independent
search or investigation for the purpose of this opinion.



As used herein, (A) “PRC Laws” means all applicable laws, regulations, rules,
orders, decrees, guidelines, judicial interpretations and other legislation of the PRC
in effect on the date of this opinion that are currently publicly available in the PRC;
and (B) “Governmental Agency” means any national, provincial or local governmental,
regulatory or administrative authority, agency or commission in the PRC, or any court,







Beijing
Shanghai Shenzhen Chengdu Guangzhou Xi’an Chongqing Hangzhou Tianjin Suzhou Qingdao
Silicon Valley Hong Kong Tokyo New York














 




tribunal or any other judicial or arbitral body in the PRC, or any body exercising, or entitled
to exercise, any administrative, judicial, legislative, police, regulatory, or taxing authority
or power of similar nature in the PRC.





	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









 






	 	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









 






	 	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









 






	 	 	 	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









 






	 	 	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.




This opinion is rendered only with respect to the PRC Laws and we have made no investigations
in any other jurisdiction and no opinion is expressed or implied as to the laws of any other
jurisdiction.



This opinion is given solely for the benefit of the persons to whom it is addressed. It may
not, without our prior written permission, be relied upon by anyone else or used for any other
purpose.




Yours faithfully,







KING
& WOOD PRC LAWYERS



6












 





Appendix I




Long-Term Cooperation Agreement




 









 





Appendix II




Supplemental Agreement to Long-Term Cooperation Agreement