Share Exchange Contract - QingshanChina Shen Zhou Mining & Resources, Inc. • April 17th, 2007 • Blank checks
The Party B holds the 100% shares of Wulatehou Banner Qingshan Nonferrous Metal Development Co.,ltd. (hereinafter referred to as “Qingshan Company”). The Qingshan Company is seized of QingXing the Second Mining Area (the No. of certificate of mining right: 150000000530858). Party B announces that there is no obstacle and limitation on the Share Exchanging based on the laws of People’s Republic of China. Party A and B hereby come to an agreement about the Party A paying cash and the debt which can transfer to the stock listing in American stock market (The name of the stock shall be decided after listing) for purchasing the 60% of the shares of Qingshan Company held by Party B:
Share Exchange Transaction ContractChina Shen Zhou Mining & Resources, Inc. • April 17th, 2007 • Blank checks
As the shareholders of the Xinjiang Burjin Country Xingzhen Mining Co, Ltd ( hereinafter called Xingzhen Mining), party B holds 80 percent of the company’s shares. Xingzhen Mining owns the exploration right of Xinjiang Buerjin county Keyinbulake copper-zinc mine which has great mining potential with considerable reserves of copper, zinc and other nonferrous metal mineral resources. And the exploration right will be transferred to Xingzhen Mining by the end of July 2006. To make further use of resources advantage potential and turn the potential to realistic economical benefits, in the principle of “make use of respective advantages for mutual benefits and development hand in hand”, it is hereby fully agreed that Party A shall use its creditor's rights which will be convertible listing shares of a listed American company in the United States (name of shares shall be determined upon the related listing) to claim the acquisition of Party B's 80% ownership equity of Xingzhen Mining while P
