Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION by and among Royal Coronado Co. Ltd. a Nevada corporationAgreement and Plan of Reorganization • September 4th, 2001 • Royal Coronado Co LTD • Blank checks • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2009 • L & L International Holdings, Inc • Finance services • California
REGISTRATION RIGHTS AGREEMENT (this "Agreement "), dated as of November 6, 2009, by and among L & L International Holdings, Inc. , a Nevada corporation (the "Company"), and the undersigned buyers (each, a "Buyer ", and collectively, the "Buyers") .
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2009 • L & L International Holdings, Inc • Finance services • California
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 6, 2009, by and among L & L International Holdings, Inc., a Nevada corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Share Depository Agreement (English Translation)Share Depository Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
Whereas, the DaPuAn coal mine has achieved significant increase of profit and improvement in internal management during the one-year cooperation with L & L International Holdings, Inc., starting from August 1, 2009, Jun Han, as agent of L & L International Holdings, Inc., shall obtain an extra 20% of the operation and management rights in addition to its original holding of 60% of the DaPuAn Coal Mine.
Entrust AgreementEntrust Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • October 15th, 2009 • L & L International Holdings, Inc • Finance services • California
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of October 8, 2009, is entered into by and among L & L International Holdings, Inc., a Nevada corporation (the “Company”), the Investors (as defined below), Dickson V. Lee (the “Make Good Pledgor”) and Richardson & Patel, LLP, with an office at 10900 Wilshire Blvd., Suite 500, Los Angeles, CA 90024, as escrow agent (“Escrow Agent”). The Company and Investors are referred to collectively as the “Interested Parties.”
The Acquisition Agreement ofAcquisition Agreement • January 8th, 2010 • L & L Energy, Inc. • Bituminous coal & lignite mining
Party A: L&L Yunnan Tianneng Industry Co. Ltd. (Sino-American Joint Venture Enterprise) (which L&L owns 70% voting equity and Tianneng Co. owns 30%)
The Acquisition Agreement ofAcquisition Agreement • March 17th, 2010 • L & L Energy, Inc. • Bituminous coal & lignite mining
Party A: L&L Yunnan Tianneng Industry Co. Ltd. (Sino-American Joint Venture Enterprise) (which L&L owns 98% voting equity and Tianneng Co. owns 2%)
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • November 13th, 2009 • L & L International Holdings, Inc • Finance services • California
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of November 6, 2009, is entered into by and among L & L International Holdings, Inc. , a Nevada corporation (the “Company”), the Investors (as defined below), Dickson V. Lee (the “Make Good Pledgor”) and Richardson & Patel, LLP, with an office at 10900 Wilshire Blvd. , Suite 500, Los Angeles, CA 90024, as escrow agent (“Escrow Agent”). The Company and Investors are referred to collectively as the “Interested Parties. ”
The Acquisition and Capital Increase Agreement By and Between L&L International Holdings, Inc. and Luxi County Hon Shen Coal Co. Ltd.Acquisition and Capital Increase Agreement • November 5th, 2009 • L & L International Holdings, Inc • Finance services
This Acquisition and Capital Increase Agreement (“Agreement”) is entered into by and between U.S. company, L&L International Holdings, Inc. (Party A), and Fuchang Wang (Party B), a shareholder of Luxi County Hon Shen Coal Co. Ltd. ( “Company”). The Company is composed of two operations: 1) Coal washing facilities (in July 2009, production expanded to 300 thousand tons per year, of which Party A has previously acquired a 65% equity stake); and 2) Coking facilities (with current production capacity of 150 thousand tons, approximately RMB 150 million). Party B guarantees documentation of the two operations is complete. In accordance with the terms of “Contract Regarding Capital Increase and Cooperation between L&L International Holdings, Inc. and Luxi County Hon Shen Coal Co.,” Contract Number 20090718002), Party B will use the capital defined under this Agreement herein to increase the registered capital of Luxi County Hon Shen Coal Co, Ltd., both Parties agree to the following:
EQUITY SALE & PURCHASE AGREEMENT Agreement Number 2010041001 [English Translation]Equity Sale & Purchase Agreement • April 23rd, 2010 • L & L Energy, Inc. • Bituminous coal & lignite mining
Hon Shen Coal Co. Ltd (“HSC”) located at Banqiao Village, Jiuchen Town, Luxi County, Yunnan Province, is jointly owned by “Seller” and Mr. Fuchang Wang. It is in the business of coal washing and coking. The company owns a 300,000-ton per year coal washing facility and a 150,000-ton per year coking facility with a total investment of 30,000,000 RMB (approximately US$ 4.38 million). Seller and Mr. Wang hold 93% and 7% of ownership, respectively.
Supplement AgreementSupplement Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
Party A: HAN, Jun Address: ID No: 530103195910180614 Party B: XU, Biansheng Address: ID No: 53222762032328001 Party C: Shizong County DaPuAn Coal Mine Address: Bai Zi Chong, DaPuAn Village, Xiongbi Town, Shizong County, China. Person in Charge: Xu, Biansheng
The Acquisition Agreement of Luoping County Zone Lin Coal Coking Factory With L&L Yunnan Tianneng Industry Co. Ltd. (English Translation)Acquisition Agreement • March 17th, 2010 • L & L Energy, Inc. • Bituminous coal & lignite mining
Party A is an American Joint Venture Enterprise, registered with Kunming City Government of China, which L&L Energy, Inc.(‘L&L”) owns 98% of the voting equity, while Tianneng Co. owns 2% of the voting equity;
Supplement AgreementSupplement Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
Party A: HAN, Jun Address: ID No: 530103195910180614 Party B: YANG, Yong Address: ID No: 530323198811150952 Party C: Luoping County A’ang Town SuTsong Coal Mine Address: A’ang Town, Luoping County, Yunnan Province, China Person in Charge: YANG, Xiaoshu
Amendment to Purchase Agreement DaPuAn Coal Mine & SuTsong Coal Mine dated on May 28, 2008 (Translation)Purchase Agreement • September 15th, 2008 • L & L International Holdings, Inc • Finance services
Both Parties signed the Purchased Agreement to formulate a Joint Venture (JV) of the DaPuAn Coal Mine and the SuTsong Coal Mine on May 25, 2008. As the registered capital of the JV company of $10,000,000 USD (approx. 70,000,000 RMB) is lower than the Chinese Independent Auditors audit reports on the net asset value of DaPuAn Coal Mine and SuTsong Coal Mine of approx $12,258,962 USD (or 85,812,738 RMB). In addition, according to Chinese GAAP, intangible assets have been amortized (while in the US GAAP intangible assets, goodwill should not be amortized.)
AGREEMENT (English Translation)Coal Mining Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
Party A is related to L & L International Holdings, Inc. (“L & L” or “Li Wei”). L & L, a Nevada company, was incorporated in 1995. This company has been engaged in the coal industry in China for three years and its shares have been traded in the U.S. stock market since January 28, 2008 under the ticker symbol “LLFH.” The company is conducting a financing with Roth Capital Partners as its underwriter. The officers and attorneys of Roth Capital Partners have visited Kunming and inspected the coal mines of Party B. The financing is expected to end in the near future. The shares of L & L will be traded publicly in the U.S. stock market starting next month (July 2008).
English Translation) Cooperative Operation Agreement Between And Fuchang Wang Regarding Establishment of Luxi County Hon Shen Coal Co. Ltd. (a Cooperation Company)Cooperative Operation Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
This Cooperative Operation Agreement (the “Agreement”) is entered into by and between L & L INTERNATIONAL HOLDINGS, INC., a U.S. company (“Party A”) and Fuchang Wang, the sole owner of Luxi County Hon Shen Coal Co., Ltd. (“Party B”) on October 23, 2009.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2009 • L & L International Holdings, Inc • Finance services • California
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 8, 2009, by and among L & L International Holdings, Inc., a Nevada corporation (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
Share Depository Agreement (English Translation)Share Depository Agreement • January 6th, 2010 • L & L Energy, Inc. • Finance services
Whereas, the SuTsong coal mine has achieved significant increase of profit and improvement in internal management during the one-year cooperation with L & L International Holdings, Inc., starting from August 1, 2009, Jun Han, as agent of L & L International Holdings, Inc., shall obtain an extra 20% of the operation and management rights in addition to its original holding of 60% of the SuTsong Coal Mine.
ESCROW AGREEMENTEscrow Agreement • November 13th, 2009 • L & L International Holdings, Inc • Finance services • California
THIS ESCROW AGREEMENT (this “Agreement”) is made as of November 6, 2009, by and among L & L International Holdings, Inc. , a corporation incorporated under the laws of Nevada (the “Company”), the Buyers signatory hereto (each a “Buyer” and together the “Buyers”), and Richardson & Patel LLP, with an address at 10900 Wilshire Boulevard, Suite 500, Los Angeles, California 90024 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
ESCROW AGREEMENTEscrow Agreement • October 15th, 2009 • L & L International Holdings, Inc • Finance services • California
THIS ESCROW AGREEMENT (this “Agreement”) is made as of October 8, 2009, by and among L & L International Holdings, Inc., a corporation incorporated under the laws of Nevada (the “Company”), the Buyers signatory hereto (each a “Buyer” and together the “Buyers”), and Richardson & Patel LLP, with an address at 10900 Wilshire Boulevard, Suite 500, Los Angeles, California 90024 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
The Acquisition and Capital Increase Agreement By and Between L&L International Holdings, Inc. and Luxi County Hon Shen Coal Co. Ltd.Acquisition and Capital Increase Agreement • October 29th, 2009 • L & L International Holdings, Inc • Finance services
This Acquisition and Capital Increase Agreement (“Agreement”) is entered into by and between U.S. company, L&L International Holdings, Inc. (Party A), and Fuchang Wang (Party B), a shareholder of Luxi County Hon Shen Coal Co. Ltd. ( “Company”). The Company is composed of two operations: 1) Coal washing facilities (in July 2009, production expanded to 300 thousand tons per year, of which Party A has previously acquired a 65% equity stake); and 2) Coking facilities (with current production capacity of 150 thousand tons, approximately RMB 150 million). Party B guarantees documentation of the two operations is complete. In accordance with the terms of “Contract Regarding Capital Increase and Cooperation between L&L International Holdings, Inc. and Luxi County Hon Shen Coal Co.,” Contract Number 20090718002), Party B will use the capital defined under this Agreement herein to increase the registered capital of Luxi County Hon Shen Coal Co, Ltd., both Parties agree to the following:
Exhibit to Form 8-K The Acquisition and Capital Increase Agreement Between L&L International Holdings, Inc. and Fuchang Wang Of Luxi County Hon Shen Coal Co. Ltd. (Translation)Acquisition and Capital Increase Agreement • December 14th, 2009 • L & L International Holdings, Inc • Finance services
This Acquisition and Capital Increase Agreement (this “Agreement”) is entered into by and between L&L International Holdings, Inc., a U.S. company (“Party A”), and Fuchang Wang (“Party B”), the sole owner of Luxi County Hon Shen Coal Co. Ltd. (“Hon Shen”), pursuant to further discussion of the cooperative operation contract of Hon Shen Co. Ltd. in Luxi County (“Cooperative Agreement”) entered by the Parties on October 23, 2009. Both parties via friendly discussions on the increase capital of Party A’s acquisition of Hon Shen, reached the following agreements:
Re: Equity Share Reversal Agreement Between L&L International Holdings, Inc. & Liuzhou Liuerkong Machinery Co., Ltd.Equity Share Reversal Agreement • March 23rd, 2009 • L & L International Holdings, Inc • Finance services
L&L and LEK started business joint venture in December of 2004. Through amendments, L&L holds 80.4% of LEK equity interest, while Wu Yang, on behalf of LEK, owns 1,708,283 common shares of L&L. Due to Chinese Party’s internal problems, via friendly discussions both parties reached this reversal agreement on January 23, 2009 – agree to reverse the existing equity ownerships so that both parties are no longer own each other’s equity shares, reaching details as follows:
The Acquisition Agreement of Pan County Ping Yi Coal Mine With Baoxing Economic and Trade Co. (English Translation)Acquisition Agreement • March 17th, 2010 • L & L Energy, Inc. • Bituminous coal & lignite mining
Under the consolidation policy, Party A is currently expanding its existing 150,000 tons annual coal production capacity toward a 300,000 tons capacity, and is building a new coal washing factory (DMS type) with an annual output of approx. 600,000 tons of washed coal (to be completed approximate in June 2010). These expansions are a huge task to the Company, resulting lack of time for daily management as well as tight working capital.
Equity Transfer Agreement (English Translation)Equity Transfer Agreement • March 29th, 2011 • L & L Energy, Inc. • Bituminous coal & lignite mining
Party A is headquartered in Seattle, WA and is a US NASDAQ publicly listed energy company (symbol- “LLEN”) focusing on coal mining and coal related businesses in China.
