TIANLI AGRITECH, INC. (a British Virgin Islands company) Minimum Offering: 1,667,000 Common Shares Maximum Offering: 2,000,000 Common Shares ($ per share) PLACEMENT AGREEMENTPlacement Agreement • March 17th, 2010 • Tianli Agritech, Inc. • Virginia
The undersigned, Tianli Agritech, Inc., a British Virgin Islands company (the “Company”), hereby confirms its agreement with you as follows:
TIANLI AGRITECH, INC. WARRANT AGREEMENTWarrant Agreement • March 17th, 2010 • Tianli Agritech, Inc. • Virginia
Tianli Agritech, Inc., a British Virgin Islands company (the “Company”), agrees to issue and sell to you a warrant (the “Warrant”) to purchase the number of common shares of the Company set forth herein, subject to the terms and conditions contained herein.
Make Good Escrow AgreementMake Good Escrow Agreement • March 17th, 2010 • Tianli Agritech, Inc. • Virginia
THIS MAKE GOOD ESCROW AGREEMENT (the “Make Good Agreement”), dated effective as of , 2010, is entered into by and among Tianli Agritech, Inc., a British Virgin Islands corporation (the “Company”); Anderson & Strudwick, Inc. (“A&S”); Ms. Hanying Li and Mr. Bihong Zhang, in their individual capacities (collectively the “Make Good Pledgors” and each individually a “Make Good Pledgor”); and SunTrust Bank, N.A., as escrow agent (“Escrow Agent”).
AOXIN TIANLI GROUP, INC. DIRECTOR RETAINER AGREEMENTDirector Retainer Agreement • March 18th, 2015 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties • New York
THIS DIRECTOR RETAINER AGREEMENT (“Agreement”) is entered into by and between Aoxin Tianli Group, Inc., a British Virgin Islands company (“Corporation”), and Zihui Mo (“Director”) as of October 1, 2014.
REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONRegulation S Subscription Agreement • August 21st, 2014 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
This Regulation S Subscription and Investment Representation is entered into this 18th day of August, 2014 between Aoxin Tianli Group, Inc., a British Virgin Islands corporation (the “Company”), and Hubei Aoxin Science and Technology Group Co., Ltd., a company organized under the laws of the PRC (the “Investor”).
AOXIN TIANLI GROUP, INC.Restricted Stock Award Agreement • March 18th, 2015 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties • Virgin Islands
THIS RESTRICTED STOCK AWARD AGREEMENT, (this “Agreement”), dated as of February 3, 2015 (the “Date of Grant”), is made by and between Aoxin Tianli Group, Inc., a company organized under the laws of the British Virgin Islands (the “Company”), and Ping Wang (the “Grantee”).
Enshi Black Hog Construction Cooperation AgreementCooperation Agreement • May 16th, 2011 • Tianli Agritech, Inc. • Agricultural prod-livestock & animal specialties
In order to utilize the black breeder hog resources in Enshi and build a high quality hog meat image, Party A and B reach an agreement to form a hog breeding cooperatives (or join currently exist hog breeding cooperatives) and share the contribution of capital half-and-half under the premise of sharing the profit and risks, but responsible for its own loss. The details of the agreement are as follow:
EXCLUSIVE OPTION AGREEMENT BETWEEN WUHAN FENGXIN AGRICULTURAL AND TECHNOLOGY DEVELOPMENT CO., LTD. AND WANG KAIYING ZHANG XIN WUHAN FENGZE AGRICULTURAL AND TECHNOLOGY DEVELOPMENT CO., LTD. Dec 1st, 2009 WUHAN, CHINAExclusive Option Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Party C: Wuhan Fengze Agricultural and Technology Development Co., Ltd. Registered Address: Wuhan Huangpi District, Luohan Street, Qigang Village. Legal Representative: Ms. LI Hanying
SHAREHOLDERS’ VOTING PROXY AGREEMENT BETWEEN ZHANG XIN WANG KAIYINGShareholders' Voting Proxy Agreement • March 17th, 2010 • Tianli Agritech, Inc.
This Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as of Dec 1st, 2009 between the following parties in Wuhan:
Land Lease Contract - TianjianLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
In response to the policy of enriching the people and through full negotiation, Party A has decided to lease to Party B the land classified into the “four-wild” land and possessed by Dawan Community, Qunyi Village, Wangjiahe Town for breed-farm use so as to stimulate the economy and benefit local peasant household. Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 17th, 2014 • Tianli Agritech, Inc. • Agricultural prod-livestock & animal specialties • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 15th, 2014 (the “Effective Date”), by and among Tianli AgriTech, Inc., a British Virgin Islands corporation (“Buyer”), and each of the parties listed on Schedule A attached hereto (individually, a “Seller,” collectively, the “Sellers”)
Translation of Land Lease Contract – MingxiangLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
According to “Law of the Peoples Republic of China on Land Contract in Rural Areas” and “Contract Law of the People’s Republic of China” and other relevant laws and regulations, the contract on rental affairs of rural land contracted operation rights is concluded between the Party A and the Party B on the basis of consensus:
Land Lease Contract - NanyanLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
In response to the policy of enriching the people and through full negotiation, Party A has decided to lease to Party B the land classified into the “four types of wasteland” and possessed by Dawan Community, Qunyi Village, Wangjiahe Town for breed-farm use so as to stimulate the economy and benefit local peasant household. Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below.
Equity Transfer AgreementEquity Transfer Agreement • November 13th, 2015 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
NOW, THEREFORE, in consideration of the foregoing premises and the friendly negotiations among Party A, B and C, the following equity transfer agreement is entered in accordance with the principle of equality and mutual benefit.
EMPLOYMENT CONTRACTEmployment Contract • March 14th, 2017 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
BETWEEN: Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., a company legally incorporated under the laws of People’s Republic of China (mailing address: Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province) acting and represented herein by Mrs. Hanying Li, chairwoman of the board, declaring duly authorized, (hereinafter called the "AOXIN TIANLI")
EMPLOYMENT CONTRACTEmployment Agreement • March 18th, 2015 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
BETWEEN: Wuhan Fengxin Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan, acting and represented herein by Mr. WANG PING, chairman of the board, declaring duly authorized, (hereinafter called the "FENGXIN")
Translation of Land Use Rights Transfer AgreementLand Use Rights Transfer Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Land Lease Contract - ZhulinLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Contractee collectively agreed and with approval by the town government willing to contract the village reservoir and surrounding part of the dry-land to the contractor for construction of hoggery. Contractee and Contractor have signed the contract and agreed on the terms and conditions stipulated below:
Equity Transfer AgreementEquity Transfer Agreement • November 12th, 2014 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
WHEREAS, Party A legally owns 75% Equity of Party D, and Party B legally owns 25% Equity of Party D, and Party A and Party B voluntarily want to transfer 100% equity of Party D to Party C; AND
Land Lease Contract - JinmuLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
In order to promote the economic development, after Party A and Party B’s negotiation, Party A agrees to lease hilly land which is near Qianjin Primary School to Party B for construction of hoggery with ten thousand pigs, on the basis of mutual benefit and equal consultations, the contract is concluded for the purpose of joint compliance by both parties.
Equity transfer agreementEquity Transfer Agreement • May 2nd, 2018 • Renmin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
Whereas Party A is a public company traded on NASDAQ (Trading code: ABAC, hereinafter referred to as public company), whereas party B jointly held one hundred percent equity of Chongqing Kangduo Commercial Trade Co., Ltd, while Kangduo company holds ten percent equity of Youyang County Jinzhu Forestry Development Co., Ltd. and 3853.5 mu of bamboo forest property right.
Translation of Side Agreement Related to Land Lease Contract – Huajian A & BSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent a land of 150 Mu in its original rice farm to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement; concerning the pertinent matters, the following issues are hereby agreed by consensus:
Entrusted Management Agreement Between ZHANG Xin WANG Kaiying Wuhan Fengze Agricultural and Technology Development Co., Ltd. And Wuhan Fengxin Agricultural and Technology Development Co., Ltd. Dec 1st, 2009 Wuhan, ChinaEntrusted Management Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Party B: Wuhan Fengxin Agricultural and Technology Development Co., Ltd is a Wholly Foreign Owned Enterprise registered in Wuhan, PRC.
EMPLOYMENT CONTRACTEmployment Agreement • March 13th, 2014 • Tianli Agritech, Inc. • Agricultural prod-livestock & animal specialties
BETWEEN: Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, (Mailing address: Suite F, 23rd Floor, Building B, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province) acting and represented herein by Ms. Hanying Li, chairwoman of the board, declaring duly authorized, (Hereinafter referred to "Fengze")
Equity Transfer AgreementEquity Transfer Agreement • November 12th, 2014 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
WHEREAS, Party A legally owns 100% Equity of Party D, and Party A voluntarily wants to transfer 100% equity of Party D to Party B and Party C; AND
Letter of AgreementLetter of Agreement • December 30th, 2015 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
WHEREAS, Party A holds 95% equity interest in Party C; Party B is the original shareholder and management of Party C and holds 403,000 common shares of Party A after Party A acquired Party C in August, 2014. The 403,000 shares were deposited into escrow (the “Earn-out Shares”) to be held for disbursement to Party B upon Party C achieving certain Target Net Income in each of the fiscal years ending December 31, 2014, 2015 and 2016.
Building purchase and sale contractBuilding Purchase and Sale Contract • January 3rd, 2019 • Renmin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
In accordance with relevant laws and regulations of the People's Republic of China, the parties hereto, on an equal and voluntary basis and through friendly consultation, have reached the following terms and conditions of the contract on matters related to the sale and purchase of buildings.
Enshi Black Hog Breeding AgreementBreeding Agreement • May 16th, 2011 • Tianli Agritech, Inc. • Agricultural prod-livestock & animal specialties
In order to fully utilize the local breeders resources in Enshi and build a high quality local breed brand of Hubei Province, and improve local hog farmers income and the Company’s development, Party A and B agree to establish a construction plan for breeding Enshi Black Hogs in terms of “Animal Husbandry Industry Development Plan of Enshi Autonomous Prefecture (2009-2015)” and “the ‘Twelfth Five Year’ Development Plan of Animal Husbandry Industry of Enshi Autonomous Prefecture”,. The details of the agreement are as follow:
Pledge of Equity AgreementPledge of Equity Agreement • March 17th, 2010 • Tianli Agritech, Inc.
Wuhan Fengxin Agricultural and Technology Development Co., Ltd., a Wholly Foreign Owned Enterprise registered in Wuhan, PRC.
Translation of Land Lease Contract – Huajian A & BLand Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
After mutual consideration, Party A has decided to lease some of its land to Party B. Through full negotiation, Party A and Party B have signed the contract and agreed on the terms and conditions stipulated below so as to ensure the lawful rights and interests of both parties.
Employment Contract – Hanying LiEmployment Contract • March 17th, 2010 • Tianli Agritech, Inc.
BETWEEN: Wuhan Fengxin Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1518, Xinhongji Garden, 6# Qiuchang Street, in the city and district of Jiangan District, Wuhan, acting and represented herein by Mrs. LI HANYING, chairman of the board, declaring duly authorized, (hereinafter called the “FENGXIN”)
Equity Transfer AgreementEquity Transfer Agreement • December 27th, 2016 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
NOW, THEREFORE, in consideration of the foregoing premises and the friendly negotiations among Party A and Party B, the following equity transfer agreement is entered in accordance with the principle of equality and mutual benefit.
REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATIONRegulation S Subscription Agreement • December 2nd, 2014 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
This Regulation S Subscription and Investment Representation is entered into this 25th day of November, 2014 among Aoxin Tianli Group, Inc., a British Virgin Islands corporation (the “Company”), and the subscribers whose name appear on the signature page(s) hereto (the “Investors”).
Side Agreement Related to Land Lease Contract - JinmuSide Agreement Related to Land Lease Contract • March 17th, 2010 • Tianli Agritech, Inc.
Party A is willing to rent the semi-hillside land in front of Qianjin elementary school to Party B for cultivation development. Besides two parties have already entered a Land Tenancy Agreement of Caidian District; concerning the pertinent matters, the following issues are hereby agreed by consensus:
Hog Farms Sale AgreementSale Agreement • August 12th, 2015 • Aoxin Tianli Group, Inc. • Agricultural prod-livestock & animal specialties
In accordance with the principle of fairness and mutual benefit and in light of the corporate law of the People's Republic of China and other relevant Chinese laws and regulations, the following agreement is entered into this 11th day of August, 2015.
