ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLERStock Purchase Agreement • April 1st, 2005 • Strong Technical Inc • Services-help supply services • Texas
EXHIBIT 10.24 ------------- ESCROW AGREEMENT This Escrow Agreement (the "Agreement"), dated as of January 30, 2006, is entered into by and among Strong Technical Inc., a Delaware corporation (the "Company"), each of the parties listed below that is a...Escrow Agreement • July 6th, 2006 • Zhongpin Inc. • Services-help supply services • New York
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made as of January 30, 2006, by and between Strong Technical Inc., a Delaware corporation (the "Company"), and those persons whose names appear on...Registration Rights Agreement • July 6th, 2006 • Zhongpin Inc. • Services-help supply services • New York
EXHIBIT 10.22 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT ("Agreement") is made, entered into and deemed effective as of the 30th day of January, 2006 (the "Effective Date"), by and between HFG International, Limited, a Hong Kong corporation ("HFG"),...Advisory Agreement • July 6th, 2006 • Zhongpin Inc. • Services-help supply services • Hong Kong
AGREEMENTShare Exchange Agreement • July 6th, 2006 • Zhongpin Inc. • Services-help supply services • Delaware
AMENDMENTZhongpin Inc. • December 22nd, 2006 • Services-help supply services • New York
ContractZhongpin Inc. • October 2nd, 2007 • Meat packing plants
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
AMENDMENT TO ESCROW AGREEMENT This Amendment to Escrow Agreement (this "AMENDMENT"), dated as of February 21, 2006, is entered into by and among Zhongpin Inc. (formerly known as Strong Technical Inc.), a Delaware corporation (the "Company"), each of...Escrow Agreement • July 6th, 2006 • Zhongpin Inc. • Services-help supply services • New York
4,000,000 Shares ZHONGPIN INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2009 • Zhongpin Inc. • Meat packing plants • New York
Zhongpin Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the terms of this underwriting agreement (the “Agreement”). The Company has also granted to the several Underwriters an option to purchase up to 600,000 shares of Common Stock (the “Option Shares”) on the terms and for the purposes set forth in Section 3 hereof. The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Shares.”
INDENTURE Dated as of ____________, 20__ Between ZHONGPIN INC., as Issuer And as TrusteeIndenture • December 10th, 2010 • Zhongpin Inc. • Meat packing plants • New York
INDENTURE dated as of __________, 20___, between ZHONGPIN INC., a Delaware corporation (the “Company”), as issuer, and [_______________], a [__________] banking corporation, as Trustee (the “ Trustee ”).
LIMITED GUARANTYLimited Guaranty • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • New York
Limited Guaranty, dated as of November 26, 2012 (this “Limited Guaranty”), by China Wealth Growth Fund I L.P. (the “Guarantor”), in favor of Zhongpin Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENTSecurities Purchase • February 2nd, 2006 • Strong Technical Inc • Services-help supply services • New York
EXHIBIT 10.19Placement Agent Warrant Agreement • July 6th, 2006 • Zhongpin Inc. • Services-help supply services • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among GOLDEN BRIDGE HOLDINGS LIMITED, GOLDEN BRIDGE MERGER SUB LIMITED ZHONGPIN INC. and MR. XIANFU ZHU (solely for the purposes of Section 6.15) Dated as of February 8, 2013Agreement and Plan of Merger • February 8th, 2013 • Zhongpin Inc. • Meat packing plants • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of February 8, 2013 (this “Agreement”), by and among Golden Bridge Holdings Limited, a Cayman Islands exempt company with limited liability (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mr. Xianfu Zhu and Zhongpin Inc., a Delaware corporation (the “Company” and, together with Parent, Merger Sub and Mr. Xianfu Zhu (with respect to Mr. Xianfu Zhu, solely for the purposes of Section 6.15 herein), the “Parties”).
Employment AgreementEmployment Agreement • May 10th, 2012 • Zhongpin Inc. • Meat packing plants
According to the provision of Labor Law of the People’s Republic of China, Labor Contract Law of the People’s Republic of China and other relevant laws and regulations, and in line with the principle of equality and mutual benefits, the two parties enter into this Employment Agreement (hereinafter referred to as “this Agreement”).
EXHIBIT 10.9 AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN BEN BAO KE AND HENAN ZHONGPIN FOOD CO., LTD. Ben Baoke transfers to Henan Zhongpin Food Co., Ltd. 1,007,937 shares of the common stock of...Agreement • February 2nd, 2006 • Strong Technical Inc • Services-help supply services
AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN BEN BAO KE AND HENAN ZHONGPIN FOOD CO., LTD.
EXHIBIT 10.10 AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN SI SHUI CHI AND HENAN ZHONGPIN FOOD CO., LTD. Si Shui Chi transfers to Henan Zhongpin Food Co., Ltd. 714,227 shares of the common stock of...Agreement • February 2nd, 2006 • Strong Technical Inc • Services-help supply services
AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN SI SHUI CHI AND HENAN ZHONGPIN FOOD CO., LTD.
Zhongpin Inc. Enters Into Merger Agreement For “Going Private” TransactionZhongpin Inc. • November 26th, 2012 • Meat packing plants
BEIJING and CHANGGE, November 26, 2012 – Zhongpin Inc. (Nasdaq: HOGS) (“Zhongpin”, the “Company”, “we”, “us” and “our”), a leading meat and food processing company in the People's Republic of China, today announced that it has entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Mr. Xianfu Zhu, the Company’s Chairman and Chief Executive Officer.
SHAREHOLDER TRUST AGREEMENTShareholder Trust Agreement • March 17th, 2009 • Zhongpin Inc. • Meat packing plants
THEREFORE, based on the principle of equality and mutual benefit, after friendly negotiation, both Parties agree to reach an agreement for Party A entrusting Party B to hold its equity as follows, in order to comply and implement together:
Employment AgreementEmployment Agreement • November 21st, 2008 • Zhongpin Inc. • Meat packing plants
Whereas Party B’s probation term from Aug 18th, 2008 to Nov 18th, 2008 expires and his eligibility within probation term, under the principle of equality, freewill, mutual trust and friendly consultations, both Party A and Party B agree to reach the following agreement, according to the related laws and regulations in China.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 14th, 2013 • Zhongpin Inc. • Meat packing plants
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 14, 2013, is by and among Golden Bridge Holdings Limited, a Cayman Islands exempt company with limited liability (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mr. Xianfu Zhu and Zhongpin Inc., a Delaware corporation (the “Company”).
EXHIBIT 10.7 ADVISORY AGREEMENTS DATED APRIL 07, 2005 AND APRIL 26, 2005 BETWEEN GREEN STONE INVESTMENT & CONSULTANTS LTD. AND HENAN ZHONGPIN FOOD SHARE CO., LTD. Green Stone Investment & Consultants Ltd. ("Green Stone"), a company based in Beijing,...Strong Technical Inc • February 2nd, 2006 • Services-help supply services
ADVISORY AGREEMENTS DATED APRIL 07, 2005 AND APRIL 26, 2005 BETWEEN GREEN STONE INVESTMENT & CONSULTANTS LTD. AND HENAN ZHONGPIN FOOD SHARE CO., LTD.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 2nd, 2007 • Zhongpin Inc. • Meat packing plants • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2007, among Zhongpin Inc., a Delaware corporation (collectively with its predecessors, the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Annex A and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
VOTING AGREEMENTVoting Agreement • December 6th, 2012 • Zhongpin Inc. • Meat packing plants • Delaware
VOTING AGREEMENT, dated as of November 26, 2012 (this “Agreement”), by and between Golden Bridge Holdings Limited, a Cayman Islands exempted company (“Parent”) and the stockholders of the Zhongpin Inc., a Delaware corporation (the Company”) listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
EXHIBIT 10.8 AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN ZHU XIAN FU AND HENAN ZHONGPIN FOOD CO., LTD. Zhu Xianfu transfers to Henan Zhongpin Food Co., Ltd. 9,692,451 shares of the common stock of...Agreement • February 2nd, 2006 • Strong Technical Inc • Services-help supply services
AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN ZHU XIAN FU AND HENAN ZHONGPIN FOOD CO., LTD.
EXHIBIT 10.6 EQUIPMENT PURCHASE AGREEMENT DATED JULY 18, 2001BETWEEN HENAN INTERNATIONAL ECONOMIC TRADING CORPORATION (BUYER), HENAN ZHONGPIN FOOD SHARE CO., LTD. (END USER) AND BERG CHILLING SYSTEMS INC.(SELLER) Henan Zhongpin Food Share Co., Ltd....Equipment Purchase Agreement • February 2nd, 2006 • Strong Technical Inc • Services-help supply services
EQUIPMENT PURCHASE AGREEMENT DATED JULY 18, 2001BETWEEN HENAN INTERNATIONAL ECONOMIC TRADING CORPORATION (BUYER), HENAN ZHONGPIN FOOD SHARE CO., LTD. (END USER) AND BERG CHILLING SYSTEMS INC.(SELLER)
English Translation Asset Acquisition AgreementAsset Acquisition Agreement • July 3rd, 2007 • Zhongpin Inc. • Meat packing plants
This ASSET ACQUISITION AGREEMENT (the “Agreement”) is entered into as of June 29, 2007 by and between following parties in Deyang City, Sichuan Province.
EXHIBIT 10.5 TRANSFER LOAN AGREEMENT DATED MAY 31, 2005 BETWEEN BANK OF COMMUNICATIONS, ZHENGZHOU BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD. The Bank of Communications provided a government transfer loan of the Canadian Government in the amount of...Transfer Loan Agreement • February 2nd, 2006 • Strong Technical Inc • Services-help supply services
TRANSFER LOAN AGREEMENT DATED MAY 31, 2005 BETWEEN BANK OF COMMUNICATIONS, ZHENGZHOU BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD.
China Wealth Growth Fund I L.P. c/o Intertrust Corporate Services (Cayman) Limited Cayman IslandsZhongpin Inc. • December 6th, 2012 • Meat packing plants • New York
This letter agreement sets forth the commitment of the undersigned (the “Investor”), subject to (i) the terms and conditions contained herein, (ii) the terms and conditions contained in an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Golden Bridge Holdings Limited, a Cayman Islands exempted company with limited liability (“Parent”), Golden Bridge Merger Sub Limited, a Delaware corporation, all of the outstanding shares of which are owned by Parent (“Merger Sub”), Zhongpin Inc., a Delaware corporation (the “Company”) and Mr. Xianfu Zhu, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), (iii) the terms and conditions contained in a definitive subscription agreement to be entered into by and between Jinqiao Investments Limited, a BVI business company incorporated under the laws of the British Virgin Islands and the parent company of Parent (“Holdco”
EXHIBIT 10.11 AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN WANG QING HE AND HENAN ZHONGPIN FOOD CO., LTD. Wang Qinghe transfers to Henan Zhongpin Food Co., Ltd. 736,357 shares of the common stock of...Agreement • February 2nd, 2006 • Strong Technical Inc • Services-help supply services
AGREEMENT ON TRANSFER OF SHARES OF HENAN ZHONGPIN FOOD SHARE CO., LTD. DATED MAY 23, 2005 BETWEEN WANG QING HE AND HENAN ZHONGPIN FOOD CO., LTD.
EXHIBIT 10.3 LOAN AGREEMENTS BETWEEN SHANGHAI PUDONG DEVELOPMENT BANK, ZHENGHOU BRANCH AND HENAN ZHONGPIN FOOD SHARE CO., LTD. The Shanghai Pudong Development Bank provided four (4) short-term loan in the aggregate amount of RMB 20,000,000.00 to Henan...Strong Technical Inc • February 2nd, 2006 • Services-help supply services
The Shanghai Pudong Development Bank provided four (4) short-term loan in the aggregate amount of RMB 20,000,000.00 to Henan Zhongpin Food Share Co., Ltd. (the "Borrower") to be used by the Borrower as its working capital, all with an interest rate of 0.465% per month and a term of six months from the date of the agreement. The loan agreements were entered into between April 26, 2005 and June 7, 2005, and all the loans have been extended in their term.
MUTUAL GUARANTEE AGREEMENTMutual Guarantee Agreement • August 9th, 2010 • Zhongpin Inc. • Meat packing plants
Under the principles of friendly cooperation and mutual development for the benefit of efficient progress of financing projects of both parties, Henan Huanghe Enterprises Group Co., Ltd. (hereinafter “Party A”) and Henan Zhongpin Food Share Co., Ltd. (hereinafter “Party B”), referred to collectively hereinafter as the “Parties,” reach the following Agreement in order to provide for a mutual guarantee:
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • December 6th, 2012 • Zhongpin Inc. • Meat packing plants
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Transfer ContractZhongpin Inc. • March 15th, 2010 • Meat packing plants • Shanghai
Assets Lease AgreementAssets Lease Agreement • September 7th, 2007 • Zhongpin Inc. • Meat packing plants
Through holding a shareholder’s meeting on the 10th of August, 2007, Party A agreed to lease its assets to Party B under this agreement. Party B held a Board of Directors meeting on the10th of August, 2007 and agreed to lease Party A’s assets. In order to use the production capacity of Party A’s equipment to maximize the economic benefits for both parties and create a win-win situation, Party A and Party B agreed to enter into this agreement and carry it out as follows according to “The Economic Contract Law of the People's Republic of China,” and other related laws and regulations :
