[Chinese to English translation]

 

Entered by

Taiyuan Ruiming Yiwei Magnesium Industry Co., Ltd

(Party A)

And

Taiyuan Yiwei Magnesium Industry Co., Ltd.

 (Party B)

And

Lingshi Xinghai Magnesium Industry Co. Ltd.

(Target Company)

CD International Enterprises, Inc.

And

CDI China, Inc.

And

Pine Capital Enterprises, Inc.

And

Yuwei Huang

June 30, 2012

 

This amendment no. 2 (the “Amendment No. 2”) was entered by and between the following parties on June 30, 2012 by:

(a) Party A: Taiyuan Ruiming Yiwei Magnesium Industry Co. Ltd., a limited liability company formed and existing under the laws of China with registered address at Shagou Village, Yangqu County, Taiyuan, Shanxi Province, China.

Authorized Representative of Party A: Yuejian Wang

Title: Chairman

Nationality: U.S. Citizen

(b) Party B: Taiyuan Yiwei Magnesium Industry Co., Ltd, a limited liability company formed and existing under the laws of China with registered address at Yangqu County, Nitun Town, Fujiayao Village, the office address is 910, 9th Floor, MeGa Mall Business Center, 10 YiFen Street, Taiyuan City, ShanXi Province, China.

Authorized Representative of Party B: Yuwei Huang

Title: Chairman

Nationality: China

Authorized Representative of the Target Company: Xiangyun Zhai

Title: Chairman

Nationality: China

Authorized Representative of CDII: Yuejian Wang

Title: Chief Executive Officer

Nationality: U.S.

Authorized Representative of CDI China: Yuejian Wang

Title: Chief Executive Officer

Nationality: U.S.

Name: Xiaorui Su

Title: Executive Director

Nationality: China

(g) Yuwei Huang

Nationality: China

The parties above will be collectively referred to as the “Parties”, or individually referred to as “One Party”.

Through negotiation and consultation, the Parties agree to sign this amendment no. 2 to the Lingshi Xinghai (“Target Company”) 100% Equity Transfer Contract (“Original Agreement”) dated August 30, 2011, as amended on January 12, 2012.

4.2.4 Within 15 business days after the execution of this Agreement, CDI China shall transfer to Party B all of CDI China’s beneficial ownership interest in Excel Rise Technology Co., Ltd. (the “Excel Rise Rights”) valued at $4,657,411.98 USD.  The Parties hereby agree that CDI China’s beneficial ownership interest in Excel Rise Technology Co., Ltd. is valued at RMB 30,000,000.

5.2 Title Transfer

When Party B receives the initial payment, Party B shall complete the title transfer of the Acquired Interest no later than December 31, 2012 and formally provide the relevant certificate of equity ownership to Party A. The certificate of equity ownership and title transfer process referred to herein includes but is not limited to the Stock Rights Record certificate, registration of Equity Ownership Change for Foreign-invested Joint Venture, transfer of the Land Use Right and Party B’s other obligations under this Contract (the “Post Closing Title Transfers”). The Target Company is responsible for all the cost associated with the Post Closing Title Transfers. In addition, Party A shall cooperate with Party B in Party B’s efforts to complete a valid transfer of the Acquired Interest.

Signature: /s/ James (Yuejian) Wang

Printed Name: James (Yuejian) Wang

English Name:

Title: Chairman

Nationality: U.S.

 

Signature: /s/ Yuwei Huang

Printed Name: Yuwei Huang

English Name:

Title: Chairman

Nationality: U.S.

Signature: /s/ Yuwei Huang

Printed Name: Yuwei Huang

English Name:

Title: Chairman

Nationality: U.S.

Signature: /s/ James (Yuejian) Wang

Printed Name: James (Yuejian) Wang

English Name:

Title: Chief Executive Officer

Nationality: U.S.

Signature: /s/ James (Yuejian) Wang

Printed Name: James (Yuejian) Wang

English Name:

Title: Chief Executive Officer

Nationality: U.S.

Signature: /s/ Xiaorui Su

Printed Name: Xiaorui Su

English Name:

Title: Executive Director

Nationality: China

Signature: /s/ Yuwei Huang

Printed Name: Yuwei Huang

English Name:

Nationality: China