CALL OPTION AGREEMENTCall Option Agreement • May 6th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2010 (the “Effective Date”), between Liu Beifang with the ID number 130422193803102135, a resident of the People’s Republic of China (the “Purchaser”) and Karen Prudente with the passport number , a resident of the United States (the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
EXCLUSIVE OPTION AGREEMENT BETWEEN NUOSEN (HANDAN) TRADING CO., LTD AND FAKEI INVESTMENT (HONGKONG) LIMITED, HEBEI WU’AN YUANBAOSHAN INDUSTRY GROUP CO., LTD. NUOSEN (HANDAN) TRADING CO., LTD 【time】 HANDAN, CHINAExclusive Option Agreement • May 6th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
2HEBEI WU’AN YUANBAOSHAN INDUSTRY GROUP CO., LTD., is an enterprise incorporated and existing within the territory of China, owns 70% shares of HANDAN HONGRI METALLURGY CO., LTD.
Contract of Chattel MortgageChina Industrial Steel Inc. • November 17th, 2011 • Steel works, blast furnaces & rolling & finishing mills
This Contract of Chattel Mortgage (hereinafter referred to as “the Contract”) is hereby made and entered into on this day of June 28, 2011 by and between:
INVESTMENT BANKING AND CORPORATE FINANCE ADVISORY SERVICES AGREEMENTInvestment Banking and Corporate Finance • May 6th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills • Colorado
FRIEDLAND CAPITAL INC. ("FRIEDLAND") hereby agrees to provide to Hebei Wu’an Yuanbaoshan Industry Group Co., Ltd. (the "Company") Investment banking and Corporate Finance Advisory Services designed to achieve the Company's corporate finance objectives, specifically with the objective of the Company's shares (or the shares of a successor entity controlled by the Company or its shareholders) becoming publicly-traded in the United States.
To: Raiffeisen Bank International AG Beijing Branch Referring to: the Confirmation Letter of the Contract of Equipments and Goods Mortgage Whereas:Lease Agreement • November 17th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
Agreement on Account Supervision and Pledge June 28, 2011 Handan Hongri Metallurgy Co., Ltd. (as Pledgor) Raiffeisen Bank International AG Beijing Branch (as Pledgee)China Industrial Steel Inc. • November 17th, 2011 • Steel works, blast furnaces & rolling & finishing mills
This Account Supervision and Pledge Agreement (hereinafter referred to as this Agreement) is signed between the following two Parties in People’s Republic of China (for the purposes of the agreement, excluding HK and Macao Special Administrative Zone and Taiwan, hereinafter referred to as China) on June 28, 2011:
Contract of GuarantyOf Guaranty • November 17th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
To: Raiffeisen Bank International AG Beijing Branch Re: Confirmation Letter of the Loan by Handan Hongri Metallurgy Co., Ltd. Whereas:China Industrial Steel Inc. • November 17th, 2011 • Steel works, blast furnaces & rolling & finishing mills
DEPOSIT PLEDGE CONTRACTDeposit Pledge Contract • November 17th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
This Deposits Pledge Contract (hereinafter referred to as “This Contract”) is executed in Beijing, People’s Republic of China (hereinafter referred to as “China”, the special administrative zones of Hong Kong and Macao, and Taiwan Province are excluded, for the purpose of This Contract) on June 28th, 2011 by and between:
Medium Plate Sales AgreementMedium Plate Sales Agreement • April 1st, 2013 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
Product Steel Type Model Amount (Ton) Price Total (RMB) Memo Medium Plate Q235B 6-60mm 3545.822 3453.83 12246693.47 Price of other types and models shall be charged as follows: 14mm basic price plus RMB 20; Q345 basic price plus RMB 150 Total 3545.822 12246693.47
Contract of Personal GuarantyOf Personal Guaranty • November 17th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
This contract of personal guaranty (hereinafter referred to as "this Contract") was signed on June 28, 2011 by the following parties:
COVENANTSChina Industrial Steel Inc. • May 6th, 2011 • Steel works, blast furnaces & rolling & finishing mills
Whereas: we have entered into the Entrusted Management Agreement and Exclusive Option Agreement with Nuosen (Handan) Trading Co., Ltd. (the “Nuosen”) on August 1, 2010, according to which we have entrusted Nuosen to manage and operate Handan Hongri Metallurgy Co., Ltd. (the “Company”) and granted Nuosen an exclusive option to buy all or part of the share equity of the Company held by us.
CONTRACTContract • February 9th, 2011 • China Industrial Steel Inc.
This Contract is made by and between the Purchaser and the Vendor, whereby the Purchaser agrees to buy and the Vendor agrees to sell the under-mentioned commodity subject to the terms and conditions stipulated bellow:
Building Lease (Plate-Rolling I)China Industrial Steel Inc. • April 1st, 2013 • Steel works, blast furnaces & rolling & finishing mills
Party A, who primarily manufactures medium and thick sheet steel, is a China-foreign joint venture enterprise owned by Party B and Fakei Investment (Hong Kong) Limited., For mutual benefit, both parties have reached the following lease through negotiation:
Building Lease (Steel-Making I)Building Lease • April 1st, 2013 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
Party A, who primarily manufactures medium and thick sheet steel, is a China-foreign joint venture enterprise owned by Hebei Wu’an Yuanbaoshan Industry Group Co., LTD. and Fakei Investment (Hong Kong) Limited.
Building Lease (Steel-Making II)China Industrial Steel Inc. • April 1st, 2013 • Steel works, blast furnaces & rolling & finishing mills
Party A, who primarily manufactures medium and thick sheet steel, is a China-foreign joint venture enterprise owned by Party B and Fakei Investment (Hong Kong) Limited.
Pledge AgreementPledge Agreement • November 17th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
This Pledge Agreement (hereinafter referred to as “the Agreement”) has been executed by and among the following parties on June 28, 2011:
Handan Hongri Metallurgy Co. Ltd. And Hebei New Wu’an Iron & Steel Group Drying and Melting Co., Ltd. And Raiffeisen Bank International AG Beijing Branch And Sino Trans Tianjin Co. Ltd Security Management ContractSecurity Management Contract • November 17th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
Whereas, based on provisions of the Credit Contract (referring to the definitions as follows) and the mortgage/pledge agreement (referring to the definitions as follows), the Pledgor agree to mortgage or pledge the Securities (referring to the definitions as follows) to the Bank.
Loan AgreementLoan Agreement • October 26th, 2011 • China Industrial Steel Inc. • Steel works, blast furnaces & rolling & finishing mills
This Loan Agreement (referred to as the Loan Agreement) was signed in Beijing, People’s Republic of China (for the purposes of the Loan Agreement, China does not include Hong Kong, Macau and Taiwan, referred to as China) , on June 28, 2011, by the following parties present in this Loan Agreement.
To: Raiffeisen Bank International AG Beijing Branch Referring to: the Confirmation Letter of the Contract of Equipments and Goods Mortgage Whereas:China Industrial Steel Inc. • November 17th, 2011 • Steel works, blast furnaces & rolling & finishing mills
Building Lease (Bar Rolling 3rd)China Industrial Steel Inc. • April 1st, 2013 • Steel works, blast furnaces & rolling & finishing mills
Party A, who primarily manufactures medium and thick sheet steel, is a China-foreign joint venture enterprise owned by Hebei Wu’an Yuanbaoshan Industry Group Co., LTD. and Fakei Investment (Hong Kong) Limited.
ENTRUSTED MANAGEMENT AGREEMENT BETWEEN FAKEI INVESTMENT (HONGKONG) LIMITED, HEBEI WU’AN YUANBAOSHAN INDUSTRY GROUP CO., LTD. HANDAN HONGRI METALLURGY CO., LTD. AND NUOSEN (HANDAN) TRADING CO., LTD. August 2010 HANDAN CHINAEntrusted Management Agreement • February 9th, 2011 • China Industrial Steel Inc.
NUOSEN (HANDAN) TRADING CO., LTD., is a wholly-foreign owned enterprise in PRC, and the registration number of its legal and valid Business License is 130000400003786 and its legal address is 1-1-3 No. 50, Congtai Rd., Congtai District, Handan City.
