CHINA NETTV HOLDINGS INC
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<TEXT>
                              Acquisition Agreement


THIS AGREEMENT made effective the 4 th day of July, 2003.



BETWEEN

                           China NetTV Holdings Inc.,
          a business corporation duly incorporated and validly existing
       under the laws of the State of Nevada, with its business address at
               950, 789 West Pender Street, Vancouver, BC, Canada
                                  ("China Net")


AND

                                    Wang Zhi
                                    Yang Jie
                                   Ronald Xie
                                   Ma Xiao Jun
                             ("Honglu Shareholders")


WHEREAS:

A.       CHINA NET is a business corporation whose common shares are traded Over
         the Counter Bulletin Board of NASD;

B.       Honglu Shareholders are all the shareholders, and owners of 100%
         capital stocks, of Honglu Investment Holdings, Inc. ("Honglu"), a
         business corporation incorporated under the laws of the People's
         Republic of China, which is the owner and/or license holder of the
         mines and deposits listed in Schedule I annexed hereto.


NOW, THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants herein contained, and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged by the Parties, and
intending to be legally bound, the Parties covenant and agree as follows:



                                   Article One
                       Shares Exchange Between the Parties

1.1      Subject to the terms and conditions set forth herein, Honglu
         Shareholders agree to transfer (the "Transfer") to China NetTV Holdings
         Inc. 100% of the shares of Honglu (the "Transferred Shares"), in
         exchange for the common shares to be issued to Honglu Shareholders by
         China NetTV Holdings Inc. as provided herein.

1.2      To effect the transaction under this Agreement, China net shall issue
         to Honglu Shareholders and/or their nominees a total of 97,700,000
         common shares immediately upon the execution of this Agreement or upon
         presentation of the share certificates representing the Transferred
         Shares.



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1.3      For the avoidance of doubt, the common shares to be issued to Honglu
         Shareholders under this Agreement shall be issued to Honglu
         Shareholders and/or their nominees according to the ratio and
         percentage of subscription for shares by such Honglu Shareholders
         and/or their nominees.

1.4      Honglu Shareholders shall have the right to appoint majority directors
         of the Board of Directors of China Net on the date of execution of this
         Agreement. Honglu Shareholders agree to cause such director(s) of China
         Net to be appointed as director(s) of Honglu, provided that the
         majority directors of Honglu consist of majority directors of China
         Net, subsequent to the transaction contemplated herein.

1.5      Directors and officers of China net will resign and appoint the follow-
         ing persons to the Board of Directors effective upon the signing of
         this agreement:

         Wang Zhi
         Ronald Xie
         Anthony Garson
         Yang Jie
         Maurice Tsakok

1.6      Subject to and in accordance with section 1.4, the Parties understand
         that the number of directors of China Net will be increased to include
         such business, geological, finance, legal and other professional
         personnel as required for the mining operations of the Company.


                                   Article Two
                   Representations and Warranties of China Net

2.1      Immediately prior to this Agreement, China Net has a total of
         37,446,200 shares issued and outstanding, all in one class of common
         shares. In addition, China Net has approved a stock option plan for the
         sale of 5,000,000 shares of China Net's common stock at $0.40 per
         share. No options have been exercised nor shares been issued under the
         option plan. China Net has issued and extended its Series "A" Share
         Purchase Warrants for 3.2 million common shares. Upon exercise of a
         Purchase Warrant, the holder will receive one common share of China Net
         and an Additional Warrant. For the purposes of this Agreement, the
         shares of China Net on fully diluted basis shall be 48,846,200. China
         Net has issued no shares, options, warrants or other instrument
         convertible into shares, other than those contained herein.

2.2      China Net represents and warrants to Honglu Shareholders that China Net
         is a corporation duly organized, validly existing and in good standing
         in all aspect under the laws of the State of Nevada and those of the
         United States applicable thereto, including without limitation to, the
         laws, regulations, rules, provisions and policies applicable to or in
         respect of the past and current compliance of China Net.

2.3      China Net represents and warrants that it is in good standing under the
         SEC and NASD rules and has been consistently in compliance with all SEC
         and NASD requirements for its common shares to be and continue to be
         traded over the counter of the Bulletin Board of NASD.

2.4      China Net represents and warrants that there is no action, claim,
         lawsuits pending or threatened against China Net. Since the last
         audited Financial Statements and the unaudited interim financial
         statements for the first quarter 2003, there has been no change in
         liabilities or debt or change in circumstances of China Net that has


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         had or which China Net may expect to have material change or adverse
         effect on the business, affairs and assets of China Net. China Net has
         no debts, liabilities to any third party other than those expressly
         disclosed in its audited and unaudited financial statements referenced
         hereto. For greater certainty, it has no indebtedness, liabilities or
         commitment in favour of any third party in respect of any of its
         business or activities which it pursued prior to this Agreement.

2.5      China Net represents and warrants that neither itself nor any of its
         current or former directors, officers has been the subject of
         investigation or any disciplinary action by the SEC or NASD for a
         minimum of three (3) years immediately prior to the execution of this
         Agreement.

2.6      CHINA NET has full power and authority to enter into this Agreement and
         to consummate the transactions contemplated hereby; all approval and
         consent required in respect of the transactions hereunder have been
         given to and obtained by CHINA NET, and no further consent, approval or
         action or proceeding on the part of CHINA NET, its shareholders or its
         directors is required; the execution, delivery and performance of this
         Agreement by CHINA NET and its directors have been duly and validly
         approved by CHINA NET, its directors and shareholders pursuant to the
         Certificate of Incorporation and By-Laws of China Net, save and except
         that the share consolidation will require the affirmative vote by
         holders of a simple majority of the shares issued and outstanding prior
         to such vote.

2.7      The execution, delivery and performance of this Agreement by CHINA NET
         will not violate any laws, regulations, rules, provisions or policies,
         including without limitation, SEC and NASD rules, provisions and
         policies. Nothing contained and contemplated herein will adversely
         affect the current and post-transaction listing status and privileges
         of CHINA NET's common shares traded Over the Counter Bulletin Board of
         NASD.

2.8      Since the last financial statements, ending on March 31, 2003, there
         has been no change in circumstances that has had or China Net may
         expect to have a material adverse effect on the assets, business and
         affairs of China Net.


                                  Article Three
              Representations and Warranties of Honglu Shareholders

3.1      Honglu Shareholders are the owners of all the Transferred Shares in the
         capital stock of Honglu.

3.2      Honglu is a business corporation duly incorporated and validly existing
         and in good standing under the laws of the PRC. It owns and holds title
         and/or licenses to the mines and deposits listed in Schedule I annexed
         hereto.

3.3      Each of Honglu Shareholders has the full power and authority to enter
         into this Agreement and to consummate the transactions contemplated
         hereby. All approval, consent required in respect of the transaction
         hereunder have been given and have been obtained by Honglu
         Shareholders. No further consent, approval or action or proceeding on
         the part of Honglu Shareholders is required.

3.4      The transfer and assignment by each of Honglu Shareholders of the
         Transferred Shares shall in all aspects be considered as separate
         transfer and assignment.

3.5      Since December 31, 2002, Honglu's business has been operated
         substantially in accordance with all laws, rules, regulations, orders
         of competent regulatory authorities, and there has not been


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        (1)   any event or change in circumstances that has had, or which Honglu
              Shareholders expect to have, a materials adverse effect on Honglu
              or its business;

        (2)   any change in liabilities of Honglu that has had, or which Honglu
              Shareholders may expect to have, a material effect on Honglu or
              its business;

        (3)   any incidence, assumption or guarantee of any indebtedness of
              Honglu for borrowed money of Honglu;

        (4)   any payments by Honglu in respect of any indebtedness of HONGLU
              for borrowed money or in satisfaction of any liabilities of
              HONGLU;

        (5)   the creation, assumption or sufferance of the existence of any
              lien on any assets reflected on HONGLU's Financial Statements;

        (6)   any change by HONGLU in its accounting principles, methods or
              practices in the manner it keeps its books and records;

        (7)   any distribution, dividend or bonus by HONGLU to any of its respec
              -tive officers, directors, stockholders or affiliates, or any of
              their respective affiliates or associates; and

        (8)   any material capital expenditure or commitment by HONGLU or
              material sale, assignment, transfer, lease or other disposition of
              or agreement to sell, assign, transfer, lease or otherwise dispose
              of any assets or property by HONGLU other than in the ordinary
              course of business.

3.6      HONGLU has the full corporate power and authority to carry on the
         business presently being carried on by it and as proposed to be carried
         on by it.

3.7      HONGLU holds all licenses, IP, software program and permits as may be
         requisite for carrying on its business in the manner in which it has
         heretofore been carried on.

3.8      Since the last financial statements annexed hereto as Schedule II,
         there has been no change in circumstances which has had or which Honglu
         Shareholders may expect to have any adverse effect on the assets,
         business and affairs of Honglu.

3.9      Schedule II annexed hereto are true and complete copies of the audited
         annual financial statements of HONGLU for the years 2000 through to
         2002, and the unaudited interim financial statements ending on May 31,
         2003, all compiled in accordance with the Chinese Generally Accepted
         Accounting Practices consistently applied (Chinese GAAP). Honglu
         Shareholders shall cause Honglu to prepare and provide China Net with
         audited financial statements for the last two years (2002 and 2001) in
         accordance with US GAAP as soon as practically possible for the purpose
         of filing with SEC.


                                  Article Four
                                    Covenants

4.1      This Agreement shall enter into force and be binding on the Parties as
         from the date first above written.

4.2      The Parties shall cooperate and work with each other in good faith to
         provide to each other with all information necessary to enable the
         Parties to complete their respective due diligence.


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4.3      The Parties agree that China Net will pay Ronald Xiuru Xie and/or his
         nominees 6,839,000 common shares for his legal services and advice
         provided to the Company on the transaction.


                                  Article Five
                            Miscellaneous Provisions

5.1      This Agreement shall be governed by and construed in accordance with
         the laws of the British Columbia and those of Canada applicable
         thereto.

5.2      Any and all disputes arising out of or in connection with this
         Agreement, or in respect of any defined legal relationship associated
         therewith or derived therefrom, shall be first addressed through
         consultation and/or mediation. Disputes unresolved through consultation
         and mediation shall be referred to and finally resolved by arbitration
         under the Rules of and before the International Chamber of Commerce
         ("ICC") International Court of Arbitration in Vancouver, Canada, as
         those rules may be amended and replaced from time to time.

5.3      The arbitration tribunal shall consist of three (3) arbitrators to be
         named and appointed in accordance with the applicable rules of
         procedures of the ICC International Court of Arbitration. For the
         avoidance of doubt, each China Net and Honglu Shareholders acting
         jointly shall have the right to name one (1) arbitrator and the
         chairman and the third arbitrator of the tribunal shall be appointed
         pursuant to the applicable rules of procedure. The final award of the
         arbitration tribunal shall be final and binding upon the Parties. The
         losing Party shall bear and reimburse the prevailing Party costs and
         expenses associated with the preparation and prosecution of the
         arbitration and any enforcement proceedings, including attorney fees on
         solicitor-client basis, unless otherwise directed by the arbitration
         tribunal or court of competent jurisdiction.

5.4      Where the losing Party fails to comply with such order and award, the
         prevailing Party shall be free to apply to a court of competent
         jurisdiction for an order of enforcement or such other orders or relief
         as may be properly granted by the court.

5.5      Nothing contained herein will limit or prohibit the rights of either
         Party to apply to a court of competent jurisdiction for interim
         protection such as, by way of example, an interim injunction or order
         enforcing its rights hereunder in a court of competent jurisdiction,
         prior or subsequent to the arbitration.

5.6      No condoning, excusing or overlooking by a Party of any default, breach
         or non-observance by the other at any time or times in respect of any
         covenants, provisions, or conditions of this Agreement shall operate as
         a waiver of such Party's rights under this Agreement in respect of any
         continuing or subsequent default, breach or non-observance, so as to
         defeat in any way the rights of such Party in respect of any such
         continuing or subsequent default or breach and no waiver shall be
         inferred from or implied by anything done or omitted by such Party in
         the absence of an express waiver in writing.

5.7      No amendment or other modification of this Agreement will be binding
         unless executed in writing by the Parties hereto. The Parties shall
         cooperate in order to comply with all legal and regulatory provisions
         required to maintain and continue the trading status of the shares of
         China Net at NASD.

5.8      This Agreement and everything contained herein will inure to the
         benefit of and be binding upon the Parties and their permitted
         successors and assigns.


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5.9      This Agreement may be executed in counterparts and by facsimile
         transmission, each such counterpart together shall constitute a single
         instrument. Three (3) original copies of such counterparts executed by
         each Party shall be forth with delivered to all other Parties by
         registered express mail.

5.10     For all purposes, this Agreement shall be deemed to be signed and
         executed at Vancouver, British Columbia, Canada.

5.11     Schedules annexed hereto shall form an integral part of this Agreement.

5.12     This Agreement shall enter into force as of the date first above
         written.


IN WITNESS WHEREOF the Parties have duly executed this agreement.



China NetTV Holdings Inc.                   )
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Ernest Cheung, President & Director         )
                                            )
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Maurice Tsakok, Director






Honglu Shareholders



--------------------------------------      )
Wang Zhi                                    )
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Yang Jie                                    )
                                            )
                                            )
--------------------------------------      )
Ronald Xie                                  )
                                            )
                                            )
--------------------------------------      )
Ma Xiao Jun                                 )



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Schedule I        Schedule of Mineral Deposits of Honglu and Danlu














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Schedule II       Financial Statements of Honglu








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