FORM OF EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • December 21st, 2011 • Toda International Holdings Inc. • Blank checks
This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Dalian, People’s Republic of China (“PRC” or “China”) on the day of Oct. 12, 2010 by the following parties:
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • December 21st, 2011 • Toda International Holdings Inc. • Blank checks
This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of Oct. 12, 2010 between and by the following Parties in Dalian, People’s Republic of China (“China” or “PRC”):
LOAN AGREEMENTLoan Agreement • December 21st, 2011 • Toda International Holdings Inc. • Blank checks
This Loan Agreement (the “Agreement”) is entered into as of Oct. 12, 2010 between and by the following Parties in Dalian, People’s Republic of China (“China” or “PRC”):
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • December 21st, 2011 • Toda International Holdings Inc. • Blank checks
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Dalian, People’s Republic of China (“China” or “PRC”) as of Oct. 12, 2010:
Maximum real estate mortgage contractsToda International Holdings Inc. • November 7th, 2011 • Blank checks
To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.
Financing limit agreement (Large and medium enterprise)Financing Limit Agreement • December 21st, 2011 • Toda International Holdings Inc. • Blank checks
In view of the fact that party B applied comprehensive credit limit (hereinafter referred to as “credit line”).This agreement is approved by the two sides based on the constitution of People’s Republic of China, in the spirit of equality, voluntaries and the principle of good faith.
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • May 31st, 2011 • Toda International Holdings Inc. • Blank checks
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Dalian, People’s Republic of China (“China” or “PRC”) as of Oct. 12, 2010:
Plant Tenancy Agreement Is made and entered by and between Party A (leaser): Mr. An Bangjie Party B (leasee): Dalian Tongda Equipment Technology Development Co., LtdPlant Tenancy Agreement • September 30th, 2011 • Toda International Holdings Inc. • Blank checks
In accordance to Contract Law of People's Republic of China and relevant regulations, and on basis of equality, willfulness and integrity, in consideration of mutual terms, parties hereto agree as follows:
Ref:(2011) Xin Kai Yin Zui Bao Zi No. 000065-1 Maximum Value Guarantee Contract Prepared by: China CITIC Bank, Dalian Branch InstructionToda International Holdings Inc. • April 16th, 2012 • Blank checks
the Guarantor, Wafangdian Dragon Town Meat Factory whose legal representative is Zhiwen Qi and its principal place of business is Natun Village, Taiyangsheng Town, Wafangdian City, Dalian, Liaoning Province, (as “Guarantor”)
LEASE AGREEMENTLease Agreement • May 31st, 2011 • Toda International Holdings Inc. • Blank checks
This Lease Agreement (this “Agreement”) is entered into as of Oct. 12, 2010 between and by the following Parties in Dalian, People’s Republic of China (“China” or “PRC”):
Tenancy Agreement Is made and entered by and between Party A (leaser): Mr. An Bangjie Party B (leasee): Dalian Tongda Equipment Technology Development Co., LtdTenancy Agreement • September 30th, 2011 • Toda International Holdings Inc. • Blank checks
In accordance to Contract Law of People's Republic of China and relevant regulations, and on bases of equality, willfulness and integrity, in consideration of mutual terms, parties hereto agree as follows:
Contract Ref: 2009 Xin Kai Yin Dai Zi No. 000013 RMB Loan Contract Prepared by: China CITIC Bank, Dalian BranchToda International Holdings Inc. • September 30th, 2011 • Blank checks
Dalian TOFA New Materials Development Co., Ltd. who assigns Mr. Zheng Chuantao as it legal representative and its principal place of business is East Lingang Industrial Zone, Economic and Technology Development Zone, Dalian, P.R.C., 116600, phone 86-411-87517999, fax 86-411-87516698, and its CITIC bank account 7211210182100008057, (as the “Debtor”);
LOAN CONTRACT Shenzhen development bank July 2009Loan Contract • September 30th, 2011 • Toda International Holdings Inc. • Blank checks
According to relevant law and after reaching agreement, borrower and lender sign this loan contract and both parties should abide all items in this contract.
LOAN CONTRACT Shenzhen development bank April 2010 LOAN CONTRACT Contract No. Shenfa Yinlian Daizhi 20110429217 Within agreed amount Agreed amount loan contract name: comprehensive agreed credit loan contract Agreed amount loan contract Shenfa Yinlian...Loan Contract • April 16th, 2012 • Toda International Holdings Inc. • Blank checks
According to relevant law and after reaching agreement, borrower and lender sign this loan contract and both parties should abide all items in this contract.
Labor Contract Is made and entered by and between Party A: Dalian TOFA New Material Development Co., Ltd. as the employer; and Party B: __________ as the employee Prepared by Labor and Social Security Department of Dalian CitySummit Growth CORP • March 21st, 2011 • Blank checks
In accordance with the Labor Law of People’s Republic of China, the Labor Contract Law of People’s Republic of China and relevant laws and regulations, Parties hereto, on the basis of equality, willfulness, fair and honesty, agree as follows:
Maximum Mortgage Contract of MovablesToda International Holdings Inc. • November 7th, 2011 • Blank checks
To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.
Agreement for Domestic Factoring Services [Recourse/Non-Recourse] Ref: 2011-022Toda International Holdings Inc. • April 20th, 2012 • Blank checks
The Agreement is entered on basis of good faith and equality of parties hereto, reflecting their truthful willingness. For the purpose of safeguarding Client's legitimate rights and interest, Factoring Bank reminds Client to give full care to each and every term and provision regarding rights and obligations hereto, particularly content in bold letters.
FORM OF EQUITY INTEREST PLEDGE AGREEMENTForm of Equity Interest Pledge Agreement • March 21st, 2011 • Summit Growth CORP • Blank checks
This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Dalian, People’s Republic of China (“PRC” or “China”) on the day of Oct. 12, 2010 by the following parties:
Ref: (2009) Xin Kai Yin Zui Di Zi No. 000013-1 Maximum Value Mortgage Contract Prepared by: China CITIC Bank, Dalian BranchToda International Holdings Inc. • November 7th, 2011 • Blank checks
Columns and blank spaces under Withdrawal Plan or Repayment Schedule shall be filled with fold lines and handwritten/stamping words “The blank is left intentionally”. Other unnecessary blank spaces may be crossed with “/”.
Contract Ref: 2010 Xin Kai Yin Dai Zi No. 000040 RMB Loan Contract Prepared by: China CITIC Bank, Dalian BranchToda International Holdings Inc. • September 30th, 2011 • Blank checks
Dalian TOFA New Materials Development Co., Ltd. who assigns Mr. Zheng Chuantao as it legal representative and its principal place of business is East Lingang Industrial Zone, Economic and Technology Development Zone, Dalian, P.R.C., 116600, phone 86-411-87517999, fax 86-411-87516698, and its CITIC bank account 7211210182100008057, (as the “Debtor”);
Labor Contract Is made and entered by and between Party A: Dalian Tongda Equipment Technology Development Co., Ltd. as the employer; and Party B: ________________ as the employee Prepared by Labor and Social Security Department of Dalian CityEngagement Agreement • May 31st, 2011 • Toda International Holdings Inc. • Blank checks
In accordance with the Labor Law of People’s Republic of China, the Labor Contract Law of People’s Republic of China and relevant laws and regulations, Parties hereto, on the basis of equality, willfulness, fair and honesty, agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2011 • Toda International Holdings Inc. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 15, 2011, is made and entered into by and between Nautilus Global Partners, LLC, a Texas limited liability company (“Nautilus”) and Mid-Ocean Consulting Limited, a Bahamas company (“Mid-Ocean”) (collectively, referred to as the “Sellers”), and Victor Score Limited, a British Virgin Islands company (the “Purchaser”).
Contract Ref: 2011 Xin Kai Yin Dai Zi No. 000065 RMB Working Capital Loan Contract Prepared by: China CITIC Bank, Dalian Branch InstructionToda International Holdings Inc. • April 16th, 2012 • Blank checks
Loan ContractLoan Contract • November 7th, 2011 • Toda International Holdings Inc. • Blank checks
Mr. Zheng applies for loan for personal reason. His application has been approved by TOFA board. Two parties hereto agree as follow:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 22nd, 2011 • Toda International Holdings Inc. • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered this the 15th day of March, 2011, by and among Summit Growth Corporation, a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands (hereinafter referred to as “Summit”) and its controlling shareholders (and former shareholders) identified on the signature page hereof (“Summit Shareholders”), the respective address of each is set forth in Section 8.03, and Victor Score Limited, a British Virgin Islands business company whose address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (hereinafter referred to as “Victor Score”) and the shareholders of Victor Score (the “Victor Score Shareholders”):
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • May 31st, 2011 • Toda International Holdings Inc. • Blank checks
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Dalian, People’s Republic of China (“China” or “PRC”) as of Oct. 12, 2010:
Ref：(2010) Xin Kai Yin Zui Bao Zi No. 000040-3 Maximum Value Guarantee Contract Prepared by: China CITIC Bank, Dalian BranchToda International Holdings Inc. • September 30th, 2011 • Blank checks
the Guarantors, Mr. Zheng Chuantao and Sun Lihua who live at #2-2-1 No.63 Zhongshan Road, Ganjingzi District, Dalian, P.R.C. (as “Guarantors”)
Labor Contract Is made and entered by and between Party A: Dalian Tongda Equipment Technology Development Co., Ltd. as the employer; and Party B: ________________ as the employee Prepared by Labor and Social Security Department of Dalian CitySummit Growth CORP • March 21st, 2011 • Blank checks
In accordance with the Labor Law of People’s Republic of China, the Labor Contract Law of People’s Republic of China and relevant laws and regulations, Parties hereto, on the basis of equality, willfulness, fair and honesty, agree as follows:
Loan Agreement for Small Business Entity (2009 edition) Ref: 2011 Xin Jie06007400-173Toda International Holdings Inc. • April 20th, 2012 • Blank checks
The Agreement is entered on basis of good faith and equality of parties hereto, reflecting their truthful willingness. For the purpose of safeguarding Client's legitimate rights and interest, Factoring Bank reminds Client to give full care to each and every term and provision regarding rights and obligations hereto, particularly content in bold letters.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • March 21st, 2011 • Summit Growth CORP • Blank checks • New York
THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered this the 15th day of March, 2011, by and among Summit Growth Corporation, a Cayman Islands exempted company, whose registered office address is at c/o Stuarts Corporate Services Ltd. P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands (hereinafter referred to as “Summit”) and its controlling shareholders (and former shareholders) identified on the signature page hereof (“Summit Shareholders”), the respective address of each is set forth in Section 8.03, and Victor Score Limited, a British Virgin Islands business company whose address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (hereinafter referred to as “Victor Score”) and the shareholders of Victor Score (the “Victor Score Shareholders”):
Maximum Value Guarantee Contract Prepared by: China CITIC Bank, Dalian BranchMaximum Value Guarantee • September 30th, 2011 • Toda International Holdings Inc. • Blank checks
the Creditor, China CITIC Bank Dalian Branch who assigns Mr. Yu Wenbo as its legal representative and its principal place of business is Rd. Renmin #29, Zhongshan District, Dalian, P.R.C., 116001, phone 86-411-82821868 (as the “Creditor”).
Ref : (2011) Xin Kai Yin Zui Bao Zi No. 000065-3 Maximum Value Guarantee Contract Prepared by: China CITIC Bank, Dalian Branch InstructionToda International Holdings Inc. • April 16th, 2012 • Blank checks
the Creditor, China CITIC Bank Dalian Branch who assigns Mr. Yu Wenbo as its legal representative and its principal place of business is Rd. Renmin #29, Zhongshan District, Dalian, P.R.C., 116001, phone 86-411-82821868 (as the “Creditor”).
Contract Ref: 2009 Xin Kai Yin Dai Zi No. 000012 RMB Loan Contract Prepared by: China CITIC Bank, Dalian BranchToda International Holdings Inc. • September 30th, 2011 • Blank checks
Dalian TOFA New Materials Development Co., Ltd. who assigns Mr. Zheng Chuantao as it legal representative and its principal place of business is East Lingang Industrial Zone, Economic and Technology Development Zone, Dalian, P.R.C., 116600, phone 86-411-87517999, fax 86-411-87516698, and its CITIC bank account 7211210182100008057, (as the “Debtor”);
LEASE AGREEMENTLease Agreement • May 31st, 2011 • Toda International Holdings Inc. • Blank checks
This Lease Agreement (this “Agreement”) is entered into as of Oct. 12, 2010 between and by the following Parties in Dalian, People’s Republic of China (“China” or “PRC”):
Maximum Mortgage Contract of Movables Mortgager Dalian TOFA New Materials Development CO., LTD. Mortgagee Shanghai Pudong Development Co., Ltd. Dalian Branch Address: Zhongshan Square, #3 Whereas:Toda International Holdings Inc. • November 7th, 2011 • Blank checks
To ensure that the debtor follows various duties fully and timely under the main contract (see details in article 10 of the contract), ensure the realization of credit of creditor, the mortgager is willing to provide mortgage guarantee with the collateral under the contract voluntarily and it bears guarantee responsibilities for all the liabilities of the debtor under the main contract.
