kl12002_ex10-1.htm


    
      

    

    Exhibit 10.1

     

     

    
      Equity
Transfer Agreement

      


       

      Party A:
Hubei Minyuan Power Industrial Development Co., Ltd. (Transferor)

       

      Party B:
Shenzhen Zhaoheng Hydropower  Co., Ltd. (Transferee)


       

      In
accordance with relevant Chinese laws, Party A and Party B agree on the
following terms regarding the equity transfer of Hubei Minyuan Huohe Hydropower
Development Co., Ltd after friendly consultations:

       

      1:  Transferring
shares and Transferring Price

       

      Party A
agrees to transfer and Party B agrees to receive the following equity and
shareholder loan in Hubei Minyuan Huohe Hydropower Development Co.,
Ltd:

       

      
        	
                ·  

              	
                65%
      stake in Hubei Minyuan Huohe Hydropower Developmennt Co., Ltd for the
      price of RMB 13,507,000.

              


      

       

      
        	
                ·  

              	
                Shareholder
      loan of RMB 8,064,000 in Hubei Minyuan Huohe Hydropower Developmennt Co.,
      Ltd. by the end of Oct. 2008.

              


      

       

      2.
Transferring Schedule and Payment Terms:

       

      Party A
and Party B agree that, within 5 days of the registration of equity transfer
with Industrial and Commercial Administrative Department, Party B shall pay the
full amount of RMB 13,507,000 to Party B. The deposit of RMB 5,000,000 paid by
Party B to Party A on Oct. 21, 2008 shall be credited to offset shareholder loan
set forth in second item in paragraph 1. The balance of shareholder loan shall
be paid by the end of December 2008.

       

      Account
Name: Hubei Hubei Minyuan Power Industrial Development Co., Ltd.

       

      Bank
Name: Electric Power Sub-branch of China Construction Bank (850291)

       

      Account
number: 42001865308050001840

       

      3. Rights
and Duties of Party A

       

      
        	
                ·  

              	
                In
      accordance with Article 72 of the Corporation Act, Party A shall notify
      and get the permission of other shareholders regarding this equity
      transfer.

              


      

       

      
        	
                ·  

              	
                Party
      A shall assist Party A, or Hubei Minyuan Huohe Hydropower Development Co.,
      Ltd in the amendment of articles of association and the registration of
      equity transfer with Industrial and Commercial Administrative
      Department.

              


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                ·  

              	
                Party
      A shall pay the portion of relevant fees and taxes related to this equity
      transfer that shall be paid by Party
A.

              


      

       

      
        	
                ·  

              	
                Party
      A shall pay corporate income tax of Hubei Minyuan Huohe Hydropower
      Development Co., Ltd by the end of October 2008 according to its equity
      interest in the company.

              


      

       

      4. Rights
and Duties of Party B

       

      
        	
                ·  

              	
                Party
      B should pay full price for this equity transfer in accordance with the
      terms of this agreement.

              


      

       

      
        	
                ·  

              	
                After
      this equity transfer, Party B shall be the legitimate owner and enjoy all
      rights and obligations of such equity
interest.

              


      

       

      
        	
                ·  

              	
                Party
      B shall pay the portion of relevant fees and taxes related to this equity
      transfer that shall be paid by Party
B.

              


      

       

      5.  Party
A’s Guarantee

       

      Party A
guarantees legitimate ownership of equity interest in this agreement and shall
provide all documentation in completeness and correctness.

       

      6. Breach
of Duties

       

      
        	
                ·  

              	
                After
      the entry into force of this agreement, either part shall be liable for
      the other party’s loss if it breaches duties under this
      agreement.

              


      

       

      
        	
                ·  

              	
                If
      Party B fails to make payment to Party A in accordance to this agreement,
      Party B shall interest of overdue balance at 0.5% per day to Party A. If
      the payment is overdue of more than 60 days, this agreement shall be
      cancelled.

              


      

       

      7.
Dispute and Settlement

       

      
        	
                ·  

              	
                Party
      A and Party B can sign supplementary agreement if there are other issues
      not covered in this agreement. The supplementary agreement has the same
      legal effect to this agreement.

              


      

       

      
        	
                ·  

              	
                The
      two parties shall try to settle any dispute through friendly consultations
      first, and if no agreement can be reached, the case shall be submitted to
      People’s Court of Wuhan City in accordance with relevant
    law.

              


      

       

      8.
Others

       

      
        	
                ·  

              	
                This
      agreement becomes effective after being signed by both
      parties.

              


      

       

      
        	
                ·  

              	
                 This
      agreement is in 6 copies, Party A, Party B and Hubei Minyuan Huohe
      Hydropower Development Co., Ltd will each keep two
  copies.

              


      

       

       

      
        	
                Party
      A (seal):

              	
                Party
      B (sealed):

              


      

       

      
        	
                Legal
      Representative (signature):

              	
                Legal
      Representative (signature):

              


      

       

       

      
        	
                 
      

              	
                Signed:
      November 25, 2008