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Exhibit 10.22

 

The Investment Agreement

 

This Investment Agreement (this “Agreement”) is made and entered into by and among Inner Mongolia Jin Ma Construction Co., Ltd (hereafter referred to as Party A), Erlianhot HengYuan Wind Power Co., ltd.(hereafter referred to as Party B), Inner Mongolia TianWei Wind Energy Equipment Co., Ltd (hereafter referred to as Party C).

 

Preamble

 

1.         Party A is a limited company, and engaged in construction projects mainly in Inner Mongolia, PRC.

 

2.         Party B is also a limited company, and engaged in marketing and management of wind power plant with capacity of 45 MW power in Erlianhot, Xinlinguor League, Inner Mongolia, PR China. The Wind Power Plant shall be constructed and built under the approval of 361-Document issued by Inner Mongolia Development & Reform Commission in 2006, 213-Document issued by Inner Mongolia Homeland Resource Bureau in 2006, 19-Document issued by Inner Mongolia Electricity Group Co., Ltd. in 2007.

 

3.         Party C owns the technology and license for a 2MW asynchronous wind turbine with variable speed and constant frequency.(the international advanced mainstream wind turbine) developed together with Fuhrlander AG, a German Corporation. This licensed product is also the only recommended wind turbine by Inner Mongolia Municipal government prescribed in government 5-Document Party C also specializes in developing and generating wind energy equipment.

 

4.         Party B and Party C are willing to transfer the shares to Party A according to the terms of this agreement, in return, party A agrees to invest.

 

Through rounds of negotiations and according to “Company Law of PRC” and other related laws and regulations, upon the terms and subject to the conditions about the investment set forth hereinafter by which all parties shall all be guided, the parties hereby agree as follows:

 

1.         Rectification and Approval:

 

This investment and all related issues have been approved and rectified by the corresponding authority and organization of all three parties.

 

2.         Investment issues

 

a.         Party B agrees to transfer 60% shares to Party A within three business days after this agreement will be signed and taken into effect.

 

(i)         Party A shall collectively own 60% of the equity interests; Party B shall own 40% after the alteration of ownership.

 

(ii)         After the alteration of the Business License and related documents of party B will be completed, Party A shall agree to invest 500 million RMB through financing as capital for building 45 MW wind power plant.

 

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b.  

Party C agrees to transfer 60% shares to Party A within three business days after this agreement will be signed and taken into effect.

 

(i)

Party A shall collectively own 60% of the equity interests; Party C shall own 40% after the alteration.

 

(ii)         After the alteration of the Business License and related documents of party B will be completed, Party A shall agree to invest 200 million RMB through financing as capital for developing and generating 2MW asynchronous Wind turbine with variable speed and constant frequency.

 

3.

Conditions and Priority

 

a.          Hereafter every time party A invests 60%, party B and C shall jointly invest 4


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