SPD Bank Working Capital Loan ContractCHINA METRO-RURAL HOLDINGS LTD • July 18th, 2013 • Real estate
For funding needs, the Borrower applies for working capital loan from the Lender:After review, the Lender agrees to grant the loan in accordance with the terms and conditions stipulated under this Contract. In order to clarify the rights and obligations of both parties, this contract is entered into upon mutual agreement, based on relevant laws, regulations and rules of the People’ s Republic of China, and shall be binding on both parties.
Tieling Xinxing Village Bank Working Capital Loan ContractCHINA METRO-RURAL HOLDINGS LTD • July 31st, 2015 • Real estate
The Borrower and the Lender and has entered into this Contract relating to grant of the loan to the Borrower, and is agreed by both parties unanimously.
ICBC Working Capital Loan ContractCHINA METRO-RURAL HOLDINGS LTD • August 1st, 2016 • Real estate
This Contract regarding the loan grant to the Borrower by the Lender, is entered into upon mutual agreement between the Borrower and the Lender through negotiation.
Dated the 31st day of August, 2006 MAN SANG INTERNATIONAL LIMITED AND CHENG CHUNG HING SERVICE AGREEMENTAgreement • July 24th, 2009 • Man Sang International (B.V.I.) LTD • Hong Kong
Bank of China Working Capital Loan ContractCHINA METRO-RURAL HOLDINGS LTD • August 1st, 2016 • Real estate
The Borrower and the Lender has entered into this contract (this “Contract”) upon mutual agreement regarding granting of working capital loan.
THIS LOAN AGREEMENT made this 8th April, Two Thousand and Fourteen. BETWEEN : WHEREAS :-Loan Agreement • July 31st, 2015 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of Forty-five Million Hong Kong Dollars only (“the Loan”) to the Borrower effective from April 8, 2014 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
THIS LOAN AGREEMENT made this 22nd September, Two Thousand and Fourteen. BETWEEN : WHEREAS :-Loan Agreement • July 31st, 2015 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of Thirty-five Million Hong Kong Dollars only (“the Loan”) to the Borrower effective from September 22, 2014 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • May 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • New York
WARRANT AGENT AGREEMENT (this “Agreement”), dated as of May 11, 2011, between China Metro-Rural Holdings Limited, a British Virgin Islands entity (the “Company”), and American Stock Transfer & Trust Company, as Warrant Agent (the “Warrant Agent”).
MAN SANG INTERNATIONAL LIMITED AND CHENG CHUNG HING SERVICE AGREEMENTService Agreement • July 9th, 2010 • CHINA METRO-RURAL HOLDINGS LTD • Wholesale-jewelry, watches, precious stones & metals • Hong Kong
China Metro-Rural Exchange Limited AND Ho Min Sang SERVICE AGREEMENTService Agreement • July 16th, 2012 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
THIS LOAN AGREEMENT made this 20th day of November, Two Thousand and Thirteen. BETWEEN: WHEREAS :-Loan Agreement • July 11th, 2014 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of Five Million US Dollars only (“the Loan”) to the Borrower effective from November 20, 2013 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
THIS LOAN AGREEMENT made this 11th February, Two Thousand and Fifteen. BETWEEN : WHEREAS :-Loan Agreement • July 31st, 2015 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
BOC International (China) Limited Bank of China Entrusted Debt Investment AgreementCHINA METRO-RURAL HOLDINGS LTD • July 31st, 2015 • Real estate
Pursuant to the Entrusted Debt Investment Agency Agreement entered into between the Principal and the Trustee and through friendly negotiation between the Principal, the Trustee and the Borrower, the Trustee accepts the delegation by the Principal and has entered the following agreement with the Borrower, which shall be complied by all parties.
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2010 • CHINA METRO-RURAL HOLDINGS LTD • Wholesale-jewelry, watches, precious stones & metals • Hong Kong
WRITTEN CONSENT AND WAIVER (DEED OF UNDERTAKING AND NEGATIVE PLEDGE AGREEMENT)And Negative Pledge Agreement) • June 8th, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Convertible Bondholder”), Mr. Cheng Chung Hing, a natural person (in his capacity as the sole equityholder of the Convertible Bondholder, the “Sole Shareholder”), and Mr. Cheng Chung Hing (in his capacity as the holder of PAG Bonds, the “Investor”), as holder of the PAG Bonds and assignee of PA Universal Opportunity VII Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Former Investor”). Each of the Convertible Bondholder, the Sole Shareholder, and the Investor shall be referred to herein individually as a “Party” and collectively as the “Parties.”
Loan Contract Party A (The Borrower): Shenzhen Northeast Logistics City Co., Ltd. Party B (The Lender): [Not disclosed in this translation]CHINA METRO-RURAL HOLDINGS LTD • July 31st, 2015 • Real estate
The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation.
CHINA METRO-RURAL LIMITED and THIRD PARTY LOAN AGREEMENTLoan Agreement • July 16th, 2012 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
REGISTRATION RIGHTS AGREEMENT Man Sang International (B.V.I.) Limited and Cafoong LimitedRegistration Rights Agreement • July 24th, 2009 • Man Sang International (B.V.I.) LTD • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of , 2009, by and among Man Sang International (B.V.I) Limited (the “Company”), a company incorporated under the laws of the British Virgin Islands, and Cafoong Limited, a company incorporated under the laws of the British Virgin Islands (the “Investor”).
October 15, 2012 CHINA METRO-RURAL LIMITED (Seller) And Tieling North Asia Development Co., Ltd. (Tieling Company) And Run Xing Investments Limited (Company A) and Honour Noble Holdings Limited (Company B) (Collectively referred to as the...CHINA METRO-RURAL HOLDINGS LTD • July 18th, 2013 • Real estate • Hong Kong
China Metro-Rural Limited (“Vendor”) and Tieling North Asia Development Co., Ltd (“Tieling Company”) and Run Xing Investments Limited (“Company A”) and Honour Noble Holdings Limited (“Company B”) (Company A and Company B collectively as “Purchasers”)...CHINA METRO-RURAL HOLDINGS LTD • November 6th, 2012 • Real estate • Hong Kong
THIS LOAN AGREEMENT made this 3rd November, Two Thousand and Fifteen. BETWEEN : WHEREAS :-Loan Agreement • August 1st, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of Two Hundred Million Hong Kong Dollars only (“the Loan”) to the Borrower effective from November 3rd, 2015 (“the Date of the Advance”) upon both Parties entering into the covenants and obligations hereinafter contained.
English Translation Tieling Commercial Bank Contract Number: [Not disclosed in this translation] Loan Contract The Borrower: China Northeast Logistics City Co., Ltd. The Lender: Tieling Commercial Bank Co., Ltd., Guangxin BranchCHINA METRO-RURAL HOLDINGS LTD • July 11th, 2011 • Real estate
Due to funding needs, The Borrower submitted a loan application to the Lender and the Lender agrees to grant the loan to the Borrower. In order the specify the rights and obligations of both the Lender and the Borrower, this Contract is made, which is agreed by both parties unanimously, in accordance with the Contract Law of the People’s Republic of China, the General Provisions of Loans of the People’s Republic of China and other relevant laws and regulations.
AVIC Trust Co., Ltd. Trust Loan ContractCHINA METRO-RURAL HOLDINGS LTD • July 11th, 2014 • Real estate
WRITTEN CONSENT AND WAIVER (WARRANTS)Written Consent and Waiver • June 8th, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
This Written Consent and Waiver (this “Consent and Waiver”) is entered into as of June 7, 2016 by and between Willis Plus Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Warrantholder”), and by China Metro-Rural Holdings Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “Issuer”). Each of the Warrantholder and the Issuer shall be referred to herein individually as a “Party” and collectively as the “Parties.”
UNDERWRITING AGREEMENT May 6, 2011Underwriting Agreement • May 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • New York
China Metro-Rural Holdings Limited, a company organized and existing under the laws of British Virgin Islands (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, to sell and issue to Maxim Group LLC (the “Underwriter”) an aggregate of 1,517,978 units, each unit consisting of one (1) share of authorized but unissued ordinary shares, $0.001 par value (the “Ordinary Shares”), or 1,517,978 shares in the aggregate, and 0.65 of a warrant to purchase one (1) Ordinary Share, or 986,686 warrants in the aggregate (the “Firm Warrants”), of the Company (each, a “Firm Unit” and collectively, the “Firm Units”). The Company has granted to the Underwriters an option to purchase up to an additional 227,696 units (each, an “Additional Unit” and collectively, the “Additional Units”), with each Additional Unit consisting of one (1) Ordinary Share and 0.65 of a warrant to purchase one (1) Ordinary Share (the “Additional Warrants” and together with the Firm Warrant
CHINA METRO-RURAL LIMITED and THIRD PARTY LOAN AGREEMENTLoan Agreement • July 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of HK$45 Million (“the Loan”) to the Borrower effective from 20th December 2010 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
Framework Cooperation Agreement for the “Shandong Dezhou China North Commerce, Trade and Logistics City” ProjectFramework Cooperation Agreement • July 11th, 2011 • CHINA METRO-RURAL HOLDINGS LTD • Real estate
Based on the principles of equality and voluntary agreement, honesty and credibility as well as mutual benefits, Party A and Party B have reached unanimous consensus following friendly negotiations in respect of the investment and construction of the “Shandong Dezhou China North Commerce, Trade and Logistics City” project (“China North City” or the “Project”) in Dezhou City, Shandong Province by Party B, and this Agreement has been made in respect thereof.
THIS LOAN AGREEMENT made this 20th January, Two Thousand and Sixteen. BETWEEN : WHEREAS :-Loan Agreement • August 1st, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of Fifty Million Hong Kong Dollars only (“the Loan”) to the Borrower effective from January 20, 2016 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
Loan Contract Party A (The Borrower): Shenzhen Northeast Logistics City Co., Ltd. Party B (The Lender): [Not disclosed in this translation]CHINA METRO-RURAL HOLDINGS LTD • July 31st, 2015 • Real estate
The Borrower and the Lender has agreed unanimously to enter into this Loan Contract relating to the granting this Loan through fair negotiation.
RENMINBI-DENOMINATED BORROWING CONTRACT (MEDIUM/LONG TERM) Number: Year (2009) Zhen Zhong Yin Si Jie Zi Number 60221CHINA METRO-RURAL HOLDINGS LTD • July 9th, 2010 • Wholesale-jewelry, watches, precious stones & metals
Subsequent to the negotiations on an equality basis, the Borrower and the Lender reached a unanimous opinion in respect the medium/long term Renminbi-denominated loan given by the Lender to the Borrower and hereby entered into the Contract.
Dated [•] July 2012 CHINA METRO-RURAL HOLDINGS LIMITED and WILLIS PLUS LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2012 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • New York
THIS LOAN AGREEMENT made this 21st day of November, Two Thousand and Thirteen. BETWEEN : WHEREAS :-Agreement • July 11th, 2014 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of One Hundred and Twenty Million Hong Kong Dollars only (“the Loan”) to the Borrower effective from November 21, 2013 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
AGREEMENT IN RESPECT OF OPERATING RIGHTS OF THE PROJECT ON LAND PLOTS NUMBERS 112 AND 113 OF “NUMBER 1, REPULSE BAY”CHINA METRO-RURAL HOLDINGS LTD • July 9th, 2010 • Wholesale-jewelry, watches, precious stones & metals
In order to speed up the progress of the development and construction of the New City Area of Tieling City, all parties to this Agreement hereby agreed to handover the detailed operations of the project engineering and construction, capital raising, sale of commodity property and property management of Land Plots Number 112 and Number 113 of “NUMBER 1, Repulse Bay”, which has been invested and constructed by Party A, to Party B. Based on the principles of equality, willingness, fairness, honesty and trustworthiness, after thorough negotiations and at the attestation of the People’s Government of Tieling City, Party A and Party B reached this Agreement for mutual compliance and implementation:
Dated the 31st day of August, 2006 MAN SANG INTERNATIONAL LIMITED AND YAN SAU MAN AMY SERVICE AGREEMENTAgreement • July 24th, 2009 • Man Sang International (B.V.I.) LTD • Hong Kong
THIS LOAN AGREEMENT made this 4th August, Two Thousand and Fifteen. BETWEEN : WHEREAS :-Loan Agreement • August 1st, 2016 • CHINA METRO-RURAL HOLDINGS LTD • Real estate • Hong Kong
The Borrower is desirous of borrowing an unconditional and unsecured fixed term loan from the Lender for business purpose and the Lender has agreed to advance a loan of Fifty-Five Million Hong Kong Dollars only (“the Loan”) to the Borrower effective from August 4, 2015 (“the Date of the Advance”) upon the Borrower entering into the covenants and obligations hereinafter contained.
