EXHIBIT 10.1
CDI CHINA, INC.
JINAN ALTERNATIVE ENERGY GROUP CORP
CDI XXXXX NEW ENERGY COMPANY, LIMITED
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the "Amendment") is made and entered into effective on
MAY 8, 2007 by and among CDI CHINA, INC. a Florida corporation ("CDI CHINA"), a
wholly owned subsidiary of CHINA DIRECT, INC., a Delaware corporation ("CDI"),
JINAN ALTERNATIVE ENERGY GROUP CORP. a Florida corporation and a wholly owned
subsidiary of CDI CHINA, INC. ("JINAN"), and CDI XXXXX NEW ENERGY COMPANY,
LIMITED, a Chinese limited liability company ("CDI XXXXX"). This Amendment is
made pursuant to an acquisition agreement dated February 12, 2007 by and among
the parties listed hereto.
RECITALS:
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o This Amendment shall serve to update the terms of the agreement between
the parties dated February 12, 2007
o CDI XXXXX NEW ENERGY COMPANY, LIMITED operates in Jinan, China formerly
known as JINAN XXXXX NEW ENERGY COMPANY, LIMITED
o JINAN ALTERNATIVE ENERGY GROUP CORP., a Florida corporation, is a wholly
owned subsidiary of CDI CHINA, INC.
o As of February 12, 2007 the total net assets of CDI XXXXX are valued at
$491,401. CDI CHINA shall contribute capital in the amount of $511,458 to
increase the net assets of CDI XXXXX from $491,401 to $1,002,859,
acquiring 51% majority interest of CDI XXXXX. CDI CHINA shall contribute
capital of $511,458 on or before Xxxxx 00, 0000
x XXX XXXXX on behalf of JINAN ALTERNATIVE ENERGY GROUP CORP. will
contribute capital to acquire a 51% ownership interest in CDI XXXXX NEW
ENERGY COMPANY, LIMITED.
o The remaining shareholders of CDI XXXXX agree not to contribute additional
capital to CDI XXXXX without the express written consent of CDI CHINA, and
a majority of the shareholders of CDI XXXXX.
o In the future in the event the remaining shareholders of CDI XXXXX
contribute additional capital to increase the net assets of CDI XXXXX, CDI
CHINA will have the option to contribute capital to CDI XXXXX and/or
purchase interests from existing shareholders to maintain its 51% majority
interest in CDI XXXXX.
o In the event CDI CHINA consents to allow shareholders to acquire
additional interest, and in the event CDI CHINA elects to exercise its
option to acquire additional interest to maintain its 51% majority
interest; in the aggregate CDI CHINA will allocate a total of $1,350,000
worth of common stock as valued at $4.00 per share on January 30, 2007 as
mutually agreed upon by all the parties in the agreement dated February
12, 2007 and an aggregate of $1,350,000 (inclusive of its $511,458
commitment due on or before April 30, 2007) to maintain its 60% majority
interest in JIEYANG BIG TREE.
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o Future capital to be contributed by CDI CHINA shall be in the form of cash
and/or common stock and will not exceed $2,700,000 in total value,
inclusive of the $511,458 to be contributed on or before April 30, 2007.
o The fair value of the common stock shall be $4.00 per share on February 6,
2007 as mutually agreed upon by the parties in the agreement dated
February 12, 2007.
o The remaining shareholders of CDI XXXXX agree not to contribute capital
which would increase the net assets of CDI XXXXX in excess of $5,294,118.
In the aggregate $2,700,000 shall be contributed to increase the net
assets to $5,294,000, as a result of this contribution; the contributing
parties will receive a total of 51% of CDI XXXXX.
The parties hereto acknowledge that as of the date of this amendment, CDI China
has contributed an aggregate of $530,000 of these amounts.
CDI CHINA, INC. JINAN XXXXX NEW ENERGY COMPANY, LIMITED
/s/ Xxxxx Xxxx /s/ Dai Feng
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YUEJIAN "XXXXX" XXXX, CEO DAI FENG, CEO
DAI FENG
/s/ Dai Feng
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DAI FENG
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