A__\ \ \
_\ \ \ \ \ \_____ \ \ \ \ ____\/__\ \ \_____\ ___ \2011-04-2024032次
6. Breach of Contract
Should Party B fail to proceed with the transaction after Party A paying the down payment of the equ \ transfer, Party B shall pay a penalty of 200 million Yuan to Party A and return the equ \ transfer price of 200 million Yuan within 10 days; should Party A fail to proceed with the transaction, Party B shall be entitled to take the 200 million Yuan paid by Party A as penalty.
Should the transaction fail to be mpleted within 10 days after the base date because of Party A or Party B, the breaching Party shall pay 0.05% of the equ \ transfer amount to the non-breaching Party on every overdue day. Should the transaction fail to be mpleted after 15 days, the non-breaching party shall be entitled to terminate the Agreement.
Should the altera of business registra n of change of shareholders, legal representatives, Directors, Supervisors and articles of association fail to be mpleted within 30 days after the base date and caused by Party B, it shall pay 0.05% of the equ \ transfer amount to Party A on every overdue day. Should the altera of business registra n of equ \ transfer fail to be mpleted after 45 days of the base date, Party A shall be entitled to terminate the Agreement.
Should Party B violate the undertakings and commitments stipulated in the Agreement, and cause losses or contingent liabilities suffered by Party A or ___\/_Jinlong, Party B shall bear the responsibilities accordingly.
Should Party B fail to implement the Agreement and commitments within a reasonable time even after Party A remind it, Party A shall be entitled to submit a written letter to Party B. All expenses incurred and penalties and damages shall be deducted directly from the final payment of Party after sending a written notice by Party A. The insufficient amount shall be paid by Party B to Party A.
Should Party A fail to pay the down payment of equ \ transfer within 10 days after the signing day of the Agreement, Party B shall be entitled to request for the termination of the Agreement. Should Party A fail to pay the second and third payment after taking over the assets of ___\/_Jinlong. Party A shall pay 0.05% of the payment yet to be paid as penalty to Party B on every overdue day. Party B shall be entitled to terminate the Agreement after 15 days overdue.
VII. Miscellaneous
In this transaction, the Company agreed that in principle to accept all full time employees currently registered in ___\/_Jinlong (except original senior management and staff who left voluntarily); the funding for this ac \_si is self-raised by the Company.
VIII. Purpose of the \ \_si and Impact on the Company
Market condi of ___\/_Jinlong is very good. Especially, there will be more and more key infrastructure projects which will quickly drive the consumption increase and price eleva of \ \
. In the meantime, ___\/_Jinlong is the biggest \ \
company closest to the consumption center Shiyan City, so it is with high competitiveness. The Company shall ac \_re \ \equ \ of ___\/_Jinlong. It shall be beneficial to the synergy with Fangxian Zuanshi, whose 70% equ \ has already been ac \_red by the Company. In addi , these two companies totally accounts for about 60% of the capac \ in Shiyan. Consequently, the Company will lead a healthy development of Shiyan area.
The 80% equ \ ac \_si of ___\/_Jinlong will b____ in changes the scope of consolidated financial reports and structures of assets and liability of the Company, which will pose a certain extent of impact on financial indicators of the Company.
IX. Documents for Inspection
1. Resolution of the Twenty First Meeting of the Sixth Board of Directors of the Company.
2. \ \ Transfer Agreement by and between Shanx/__\ \ \_____\ ___ \. and the Company.
3. Audit Report of ___\/_Jinlong Cement ___ \., Peking Certified Public Accountants (2011) No. 2049.
4. Report on Assets Evalua -- Huaxin_Cement ___ \. Planning on \ \_____ 80% \ \ of ___\/_Jinlong Cement ___ \. held by Shanx/__\ \ \_____\ ___ \., ___\/_Wanx/n Assets Evalua _mpany Limited (2011) No. 010.
5. Accredita Certificate of Securities Industry of Peking Certified Public Accountants
6. Accredita Certificate of Securities Industry of ___\/_Wanx/n Assets Evalua _mpany Limited.
Huaxin_____\ ___ \.
April 20, 2011
