Share Transfer Agreement between KINFAIR Holdings Limited and Shareholders of Henan Jinding Chemical Industry Co., Ltd.

Summary

This agreement is between KINFAIR Holdings Limited and several parties, including Xinyang Hongchang Channel Gas Engineering Co., Ltd. and individual shareholders, to transfer all their shares in Henan Jinding Chemical Industry Co., Ltd. to KINFAIR. The total equity being transferred is valued at RMB 38,000,000. After the transfer, KINFAIR will own 100% of Henan Jinding Chemical Industry Co., Ltd. The parties will receive payment based on their shareholdings, and other terms are governed by a separate acquisition agreement.

EX-2.2 3 v054555_ex2-2.htm
 
EXHIBIT 2.2
Share Transfer Agreement
Party A: KINFAIR Holdings Limited
Party B: Xinyang Hongchang Channel Gas Engineering Co., Ltd.
Party C: Mai XiaoFu
Party D: Wang Guiquan
Party E: Yu Zhiyang
Party F: Yang Hongtao

Through friendly negotiations, herewith Party B, C, D, E and F have agreed to enter into this Agreement on Share Transfer to Party A as follows:

1.  
All parties have unanimously agreed with all the terms and conditions disclosed in the Agreement on the Equity Acquisition of Henan Jinding Chemical Industry Co., Ltd. Between Henan Jinding Chemical Industry Co., Ltd. and KINFAIR Holdings Limited (as the Acquisition Agreement hereafter) and based on such Acquisition Agreement, the total equity interest transferred is RMB 38,000,000.
   
2.  
Party B, C, D, E and F are all willing to transfer all their holdings in 63.63%, 15%, 9%, 5%, 3.685% and 3.685% respectively to Party A and would receive the capital amount pro rata once the equity has been transferred.
   
3.  
Once the equity transfer is accomplished, Party A shall fully own 100% interest of Henan Jinding Chemical Industry Co., Ltd.
   
4.  
For other issues, the Acquisition Agreement shall apply.

With seal and signatures on behalf of:

Party A: KINFAIR Holdings Limited
Representative: Chen Weidong

Party B: Xinyang Hongchang Channel Gas Engineering Co., Ltd.
Representative: Chen Shiqiang

Party C: Mai XiaoFu

Party D: Wang Guiquan

Party E: Yu Zhiyang

Party F: Yang Hongtao


Dated on February 29, 2006