English Translation) Shenzhen Employment Agreement Prepared by Shenzhen Bureau of Labor and Social Security (For full-time employees)Employment Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
This employment agreement is made and entered into by and between Employer (hereafter referred to as Party A) and Employee (hereafter referred to as Party B). As provided by Labor Law of the People’s Republic of China (hereafter referred to as Labor Law), Labor Contract Law of the People’s Republic of China (hereafter referred to Labor Contract Law) and other relevant laws and administrative regulations, on voluntary basis and equal standing, it is agreed by and between Party A and Party B as follows:
SHARE EXCHANGE AGREEMENT by and among DEERFIELD RESOURCES, LTD. LEADING ASIA PACIFIC INVESTMENT LIMITED and UNITECH INTERNATIONAL INVESTMENT HOLDINGS LIMITED,Share Exchange Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of February 10, 2010, is by and among Deerfield Resources, Ltd., a Nevada corporation ("Deerfield"), Leading Asia Pacific Investment Limited, a British Virgin Islands company ("Leading Asia"), and the sole shareholder of Leading Asia, Unitech International Investment Holdings Limited, a British Virgin Islands Company (the "Shareholder"). Each of the parties to this Agreement is individually referred to herein as a "Party" and collectively, as the "Parties." Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
ContractChina TMK Battery Systems Inc. • March 10th, 2015 • Miscellaneous electrical machinery, equipment & supplies • New York
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT 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. NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR REFINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ) is made as of February 10, 2010, among Deerfield Resources, Ltd., a Nevada corporation (the “Company” ), and each signatory hereto (each, an “Investor” and collectively, the “Investors” ).
English Translation) Confidentiality AgreementShenzhen TMK Power • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
As provided by national and provincial law, administrative regulations and the Unfair Competition Law of the People's Republic of China, it is agreed by and between Party A and Party B as follows:
English Translation) Realty Lease ContractDeerfield Resources, Ltd. • February 12th, 2010 • Metal mining
This realty lease contract is entered into by and between Party A and Party B based on “China Contract Law”, “China Real Estate Administrative Law”, “Shenzhen Special Economic Zone House Leasing Act” and their implementing regulations. In consideration of the mutual covenants and agreements herein contained, it is agreed by and between the lessor and the lessee as follows:
Property Purchase AgreementProperty Purchase Agreement • August 30th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
The seller (hereafter to be called party A) 1.Shenzhen Deli Investment Development Ltd. Legal Representative: Wang, Wei Address: North Renmin Road, Luohu District, Shenzhen
CANCELLATION AGREEMENTCancellation Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • Nevada
CANCELLATION AGREEMENT, dated February 10, 2010 (this “Agreement”), by and among, Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and United Fertilisers (UK) Ltd. (the “Cancelling Party”).
Supplemental Agreement of the Property Purchase AgreementProperty Purchase Agreement • August 30th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
The seller (hereafter to be called party A): Shenzhen Borou Industrial Co., Ltd. (the “Borou”) Legal Representative: Wang, Hui Address: North Renmin Road, Luohu District, Shenzhen
Bank Loan AgreementLoan Agreement • October 21st, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Purpose Working capital to purchase raw materials. The Borrower may not change the purpose of the loan without written consent by the Bank
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2006 • Deerfield Resources, Ltd.
Bank Loan AgreementBank Loan Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Repayment and Repayment in advance The Borrower shall repay the loan according to the contract. Repayment in advance shall be approved by the Bank with at least one month notice in advance.
AMENDMENT TO CONSUMER BATTERY LICENSE AGREEMENTBattery License Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
This Amendment to the Consumer Battery License Agreement of August 8, 2006 (the “Amendment to CBLA”) effective as of May 22, 2009 (“Amendment Effective Date”), by and between Ovonic Battery Company, Inc. a corporation of the state of Delaware, the United States of America, 2983 Waterview Drive, Rochester Hills, Michigan 48309 (‘OBC”) and TMK Power Industries Ltd, a Chinese company, having a place of business at San-Jun Industrial Park, Hua-Wang Road, Da-Lang, Long-Hua Town, Shenzhen 518109, Peoples Republic of China (“TMK”).
Working Capital Loan Contract China Everbright BankChina TMK Battery Systems Inc. • March 10th, 2015 • Miscellaneous electrical machinery, equipment & supplies
Bank credit line: Shenzhen Sanjun Power Industries Co., Ltd. (“Borrower”)China TMK Battery Systems Inc. • March 10th, 2015 • Miscellaneous electrical machinery, equipment & supplies
We (“Lender” / “Bank”) are glad to notify that we agree to grant you following bank credit line (“credit line”) in accordance with the articles and conditions hereof.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York
THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement") is effective as of February 10, 2010 (the "Effective Date"), by and among ASK Prospecting & Guiding Inc , having an office at 443 JR Smallwood Bvld., Gambo, Newfoundland, Canada, A0G-2E0 (the "Vendor") and Deerfield Resources, Ltd., a Nevada Corporation, having an office at 50 Christopher Columbus Drive, Suite 1606, Jersey City, New Jersey 07302, USA (the "Purchaser"). Each of the Vendor and the Purchaser are referred to as a "Party" and together as "Parties" hereto.
Sales contract Contract No.China TMK Battery Systems Inc. • March 10th, 2015 • Miscellaneous electrical machinery, equipment & supplies
Based on fairness and mutual interest and concerted negotiation, both parties of the seller and the buyer reach upon the agreement to obey together
English Translation) Bank Loan AgreementLoan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Purpose Working capital and repayment of the loans of other banks. The Borrower may not change the purpose of the loan without written consent by the Bank
OPTION AGREEMENTOption Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • Hong Kong
This OPTION AGREEMENT (the “Agreement”) is made as of February 5, 2010 (the “Effective Date”), between (i) Li Guifang (Hong Kong ID Number: 2621 2710 5364), a Hong Kong resident (the “Grantor”); and (ii) Wu Henian, an individual citizen of the People’s Republic of China (the “Optionee”) (each of the foregoing, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.
Plant Lease ContractPlant Lease Contract • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
In accordance with Contract Law of the People’s Republic of China, Urban Estate Management Law of the People’s Republic of China, House Lease Regulation of Shenzhen Special Economic Zone and its implementation rules, this Contract is concluded by Party A and Party B through negotiation and reaching consensus.
English Translation) Bank Loan AgreementLoan Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Principal The Bank will grant the Borrower a loan credit of RMB 15,300,000. The loan will be paid to the Borrower in 36 monthly installments. The Bank can change, revoke the credit at any time upon its discretion.
English Translation) Bank Loan AgreementLoan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Principal The Bank will grant the Borrower a loan credit of RMB 15,300,000. The loan will be paid to the Borrower in 36 monthly installments. The Bank can change, revoke the credit at any time upon its discretion.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 24th, 2009 • Deerfield Resources, Ltd. • Metal mining • New York
SECURITIES PURCHASE AGREEMENT, dated as of _______ __, 2009 (this “Agreement”), by and between _____________________________ (“Purchaser”), and DEERFIELD RESOURCES, LTD., a Nevada corporation (the “Company”).
English Translation) Equity Transfer AgreementEquity Transfer Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Zongfu Wang (“Party B”) Domicile: No.141, Jinfu Pavilion, Jinyuan Building, No. 3008, South Bao'an Road, Luohu District, Shenzhen City, Guangdong Province ID No. : 440303196404243717
Short-term Loan AgreementLoan Agreement • May 12th, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
The Lender will lend RMB 8 million to the Borrower and the proceeds will be used as flowing capital for production. The term of the loan is from August 24, 2009 to August 23, 2010 at the rate of 5.31‰ per month. The interest will be paid on a quarterly basis. 30% of the principal of the loan shall be repaid within six month since the draw of the fund, and the Borrower shall deposit at the Lender in its settlement account no less than 30% of the revenue of the Borrower.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • August 23rd, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SUBSCRIPTION AGREEMENT (this "Agreement") made as of this 10th day of February, 2010, between Deerfield Resources, Ltd., a Nevada corporation (the "Company"), and the undersigned (the "Subscriber").
Supplemental Agreement of Ownership Transfer of BorouSupplemental Agreement • August 30th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
The transferor and transferee signed The Ownership Transfer Witness Certification on July 10, 2009. The following is supplemental to the Certification:
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining • New York
This Make Good Escrow Agreement (the “Make Good Agreement”), dated effective as of February 10, 2010, is entered into by and among Deerfield Resources, Ltd., a Nevada corporation (the “Company”), the Investors (as defined below), Unitech International Investment Holdings Limited, a company organized and existing under the laws of the British Virgin Islands (the “Controlling Stockholder”), Ms. Guifang Li and Mr. Henian Wu (the Controlling Stockholder, Guifang Li and Henian Wu collectively being referred to herein as the “Make Good Pledgors”), Westminster, a division of Hudson Securities, Inc. as placement agent to the Company (“Placement Agent”) and Escrow, LLC, as escrow agent (“Escrow Agent”).
Loan Agreement (Mid/Long Term) No. (2009) Zhen Zhongyin Small/Medium Enterprise Jie Zi No.10035Loan Agreement • May 12th, 2010 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
The Lender will lend RMB40 million to the Borrower and the proceeds will be used for cash flow and fixed assets. The term of the loan is 36 months commencing from the actual drawdown date. The interest rate is floating 10% above the interest rate for one to three years loan promulgated the People’s Bank of China and determined every three months. The interest will be paid on a monthly basis. The Borrower needs to repay the loan in installments, which are RMB 1 million each month from August 15th, 2011 to July 15th, 2012, and then RMB 8 million on and before August 5th, 2012, and RMB20 million will be repaid upon the expiration of the loan. If the Borrower wishes to repay the loan early, it needs to notify the Lender in writing 30 days in advance, and the Lender has the right to charge 2% of the early repaid amount to cover the loss of the interest.
Share Transfer AgreementShare Transfer Agreement • August 15th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Transferor: Shenzhen Guangyixin Battery Co., Ltd (thereafter refers to as “Party A”) Address: Dormitory 4-302, Jishengchang Industrial Zone, No. 9 Nanjing Road, Buji Street, Longgang District, Shenzhen City, Guangdong Province. Registration No.: 4403071260359 Legal representative: Chen Wei Personal ID No.: 422126196810064556
SHARE PURCHASE AGREEMENT By and Among LEADING ASIA PACIFIC INVESTMENT LIMITED CHINA TMK BATTERY SYSTEMS INC. And SHAREHOLDERS OF LOYAL TOP CAPITAL INVESTMENT LIMITED relating to the sale and purchase of the whole of the issued share capital of Loyal...Share Purchase Agreement • August 15th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • Hong Kong
SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2015 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 10th day of February, 2010, between Deerfield Resources, Ltd., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
English Translation) Equity Transfer AgreementEquity Transfer Agreement • November 12th, 2014 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies
Shenzhen TMK Power Industries Ltd. (the “Company” ) was established by Party A and Party B and Party C in Shenzhen on September 3, 2001, with a registered capital of RMB 10,000,000 (ten million Yuan). Party A holds 58% and Party B holds 30% and Party C holds 12% of the Company's equity.
SHARE PURCHASE AGREEMENT BETWEEN CHINA TMK BATTERY SYSTEMS INC. MR. WU, HE-NIAN AND CHINA DEVELOPMENT INDUSTRIAL BANKShare Purchase Agreement • August 15th, 2011 • China TMK Battery Systems Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
(The Seller, the Buyer and the Founder are each referred to herein as a “Party” and are collectively referred to as the “Parties”)
English Translation) Bank Loan AgreementBank Loan Agreement • February 12th, 2010 • Deerfield Resources, Ltd. • Metal mining
Repayment and Repayment in advance The Borrower shall repay the loan according to the contract. Repayment in advance shall be approved by the Bank with at least one month notice in advance.
