4,800,000 ORDINARY SHARES GOLDEN GREEN ENTERPRISES LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills • New York
CHINA GERUI ADVANCED MATERIALS GROUP LIMITEDIndenture • October 29th, 2010 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • New York
INDENTURE, dated as of [ ], 20__, between CHINA GERUI ADVANCED MATERIALS GROUP LIMITED, a corporation organized and existing under the laws of the British Virgin Islands (herein called the “Company”), and [ ] (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2010 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 4, 2010, by and among China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • November 5th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills • New York
This WARRANT (this “Warrant”) of Golden Green Enterprises Limited, a company duly organized and validly existing under the laws of the British Virgin Islands (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [ ], 2009, by and between the Company and Maxim Group LLC, the representative of the Underwriters (the “Representative”) relating to a firm commitment public offering (the “Offering”) of _______ ordinary shares, no par value (the “Ordinary Shares”), of the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2013 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2013 (the “Effective Date”), by China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and Cambelle-Inland, LLC, a Delaware limited liability company (“C-I”). Each of the Company and C-I is referred to as a “Party” and the Company and C-I are collectively referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • July 25th, 2013 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of May 1, 2013 (the “Effective Date”), by and between China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and Cambelle-Inland, LLC, a Delaware limited liability company (“Consultant”). Each of the Company and Consultant is referred to as a “Party” and the Company and Consultant are collectively referred to as the “Parties.”
Agreement for Establishment of Bank Payable Bills*Agreement for Establishment of Bank Payable Bills • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
The Company hereby irrevocably applies to the bank for the establishment of bank payable bills in accordance with the undermentioned terms of this Agreement:
Agreement for the RepaymentRepayment Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
This agreement (this “Agreement”) is entered into by and amongst the following parties in Zhengzhou City, Henan Province of the People’s Republic of China (“PRC”) on March 30, 2008.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 7th, 2010 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2010, by and among China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and the investors identified on the signature pages hereto and listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
CHINA GERUI ADVANCED MATERIALS GROUP LIMITED Warrant AGREEMENTWarrant Agreement • July 25th, 2013 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • Delaware
This Warrant Agreement (this “Agreement”) is made as of May 1, 2013, by and between China Gerui Advanced Materials Group Limited, a British Virgin Islands company (the “Company”), and Cambelle-Inland, LLC, a Delaware limited liability company (“C-I”) , with respect to the facts set forth below. Each of the Company, and C-I is referred to as a “Party” and the Company and C-I are collectively referred to as the “Parties.”
Bank Payable Bills Agreement Duplicate CopyBank Payable Bills Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
The aforementioned payable bills shall be made by the bank and the Drawer shall abide by the provisions of the “Notice of the People’s Bank of China on Issuing the Measures for Payment and Settlement” and the following terms:
Equity/Asset Transfer Agreement (Summary) February 26, 2013 Zhengzhou, Henan, PRCEquity/Asset Transfer Agreement • April 30th, 2013 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills
In accordance with the Company Law and Contract Law of the People’s Republic of China, all parties have negotiated and concluded this Equity/Asset Transfer Agreement:
Lease Agreement for Land Use Right and BuildingsLease Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
This Agreement is entered into in accordance with Land Administration Law of the People’s Republic of China and other laws and regulations and on the equal, voluntary and paid principle, with the terms and conditions as follows:
Renminbi Loan Agreement Zhengzhou Branch of China CITIC BankRenminbi Loan Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
In pursuance to the relevant laws, regulations, and rules, such as “Contract Law of the People’s Republic of China” and the “General Rules on Loans”, Party A and Party B hereby entered this Contract after consideration of the foregoing and the mutual covenants and conditions contained herein:
AGREEMENTMerger Agreement • September 15th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills • New York
THIS AGREEMENT (the “Agreement”), dated as of September 15, 2009, is entered into by and among Golden Green Enterprises Limited (the “Company”), as successor-in-interest to China Opportunity Acquisition Corp. (“COAC”), on the one hand, and Oasis Green Investments Limited, Plumpton Group Limited, and Honest Joy Group Limited (each an “Investor,” and together the “Investors”), on the other hand. The Investors and the Company are also each referred to separately as a “Party” and together as the “Parties.” The Parties, in order to resolve disputed and contested issues and to limit the hazards, uncertainties and inconvenience of potential litigation, enter into this Agreement.
Real Estate Maximum Mortgage AgreementReal Estate Maximum Mortgage Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
In consideration that Henan Gerui Composite Material Stock Co., Ltd. (“Borrower” of the main contract) and the Mortgagee (“Lender” of the main contract) have signed or will sign a loan contract (hereinafter known as the “Loan Contract”) in accordance with the time limit and the amount of creditor’s right stipulated under Article 2.1 of this Contract and the Bank’s Payable Bills Payable Agreement (hereinafter known as the “Bills Payable Agreement”) and to guarantee the realization of creditor’s right of the Mortgagee, the Mortgagor is willing to use the undermentioned mortgage properties as collateral and grant the first priority of mortgage right over all other mortgages. Both parties hereby entered this Contract after consideration of the foregoing and the mutual covenants and conditions contained herein:
AGREEMENTLand Acquisition Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
In accordance with Land Law of the People’s Republic of China and relevant provisions, Party A and Party B have reached this agreement (“this Agreement”) on the basis of common development, mutual benefit, equality and voluntariness, through friendly consultation and with respect to Party B’s proposed investment of RMB 120 million in land acquisition in Longhu Town of Xinzheng City for construction of expansion project, with the terms and conditions as follows:
Labor Contract (English Translation)Labor Contract • July 15th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
In accordance with the Labor Law of the People’s Republic of China and the relevant laws, regulations and rules, on the base of voluntary compliance, equality and negotiation, Party A and Party B agree to enter into this contract.
RESTRICTED SHARE AGREEMENT CHINA GERUI ADVANCED MATERIALS GROUP LIMITEDRestricted Share Agreement • November 16th, 2010 • China Gerui Advanced Materials Group LTD • Steel works, blast furnaces & rolling & finishing mills • New York
This Agreement is between [_________] (the “Participant”) and China Gerui Advanced Materials Group Limited (the “Corporation”). This Agreement governs an award made to Participant pursuant to the Corporation’s 2010 Share Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms by the Plan, except as otherwise noted herein. The Corporation and Participant agree as follows:
Short-Term Loan Agreement*Short-Term Loan Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills • Macau
The Company hereby irrevocably applies to the bank for a short-term working capital loan in accordance with the undermentioned terms of this Agreement:
Henan Rural Credit Cooperatives Maximum Mortgage AgreementMaximum Mortgage Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills • Henan
In pursuance to the relevant laws and regulations of the State, Lender, Borrower and Mortgagor hereby entered this Contract after consideration of the foregoing and the mutual covenants and conditions contained herein:
Credit Granting Agreement*Credit Granting Agreement • January 29th, 2009 • Golden Green Enterprises Ltd. • Steel works, blast furnaces & rolling & finishing mills
On the basis of unconstraint, equality, mutual benefit and faithfulness and after the negotiation of all parties and with the precondition that Party C provides guarantee, Party A agrees to offer the comprehensive credit for Party B. For the purpose of detailing the rights, obligations and liabilities of all parties, this Contract is entered into and shall bind all parties.
