EXHIBIT 99.1 REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 26th, 2007 • Birch Branch Inc • Real estate dealers (for their own account) • Colorado
CALL OPTION AGREEMENTCall Option Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • New York
This CALL OPTION AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2010 (the “Effective Date”), between Wang Xinshun, a resident of the People’s Republic of China (the “PRC”), with ID Card Number of (the “Purchaser”) and Tang Pak Chuen, a resident of the Hongkong, with ID Card number of (the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”
EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 8th, 2006 • Birch Branch Inc • Real estate dealers (for their own account) • Colorado
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan • October 3rd, 2006 • Birch Branch Inc • Real estate dealers (for their own account) • Colorado
EXHIBIT 99.2 REVOLVING LOAN NOTEBirch Branch Inc • January 26th, 2007 • Real estate dealers (for their own account)
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”), is dated as of June 28, 2010, by and between Birch Branch, Inc., a Colorado company (the “Company”), and Li Dexin (the “Executive”).
Maximum Guarantee AgreementMaximum Guarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
Whereas Party B voluntarily provide guarantee to Party A for the fulfillment of the debt under the Principal Agreement as stated in Article 1 hereinafter, the parties hereto enter into this Agreement through equal negotiation, the terms hereof shall be interpreted in accordance with the Principal Agreement, unless otherwise specified.
Commodity Financing AgreementCommodity Financing Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
Important Prompt: the Agreement is legally made and entered into on an equal and free will basis and through friendly consultation of two parties, which represents their genuine declarations of intention. To safeguard Party B’s lawful rights and interests, Party A hereby draws Party B’s full attention to the whole terms and conditions stipulating the rights and obligations of two parties, especially to the content of highlighted parts.
Guarantee Agreement Number: 2009 Nian 6282627131 Bao Zi NO. 011-1Guarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
To guarantee the fulfillment of debt under the “Principal Agreement” as stipulated in Article 1 hereunder, the Guarantor are willing to provide guaranty to the Creditor, the Agreement is enacted by equal negotiation of two parties. Unless as otherwise provided herein, terms hereof shall be interpreted in accordance with the Principal Agreement.
AGREEMENT AND PLAN OF MERGER BetweenAgreement and Plan of Merger • March 22nd, 2013 • Birch Branch Inc • Real estate dealers (for their own account) • Nevada
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 25, 2012, by and between, Birch branch Acquisition corp., a Nevada Corporation (“ACQUISITION CORP.”), birch branch, Inc., a Colorado corporation (the “Company”), where ACQUISITION CORP. owns 94.4% of the Company Shares.
Guarantee AgreementGuarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
To guarantee the fulfillment of debt under the Principal Agreement of 41101200900006950 by and between the Creditor and Lizhou Hongqiqu Electrical Carbon Co., Ltd (the Debtor), the Guarantor are willing to provide guarantee to the Creditor for benefit of the creditor’s right under the Principal Agreement. This Agreement is entered by and between the Guarantor and the Creditor in accordance with the relevant laws of the country.
Guarantee Agreement (This “Agreement”)Guarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
In order to secure the earnest performance of the Cooperative Union Loan Agreement (No. An Tong Nong Xin Jie Zi [2010.4.23] No. 001) signed between the Creditors and the Debtor (Henan Yulong Coke Co., Ltd.) (hereinafter as “Primary Agreement”) and to secure the Creditors’ realization of the creditor’s rights, the Guarantors voluntarily agree to provide guarantees with nature of joint and several liabilities to secure the Debtor’s debt repayment to the Creditors under the Primary Agreement. Based on relevant PRC laws and regulations and the consensus reached by the Parties after mutual negotiations, the Parties hereby reach this Agreement as follows:
Guarantee AgreementGuarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
To guarantee the fulfillment of debt under the Principal Agreement of Loan Agreement No. 41101201000000472 by and between the Creditor and Linzhou Hongqiqu Electrical Carbon Co. Ltd. (the Debtor). The Guarantor are willing to provide guaranty to the Creditor for benefit of the creditor’s right under the Principal Agreement. This Agreement is entered by and between the Guarantor and the Creditor in accordance with the relevant laws of the country.
Anyang Commercial Bank Co. Ltd. Guarantee AgreementGuarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
For the purpose of ensuring the performance of the obligation of the Debtor under the loan Agreement dated on 14 April 2010 between Henan Shuncheng Group Coal Coke Co., Ltd. (the “Debtor”) and Party B of this Agreement with the reference number Loan Agreement (2010) An Shang Gong Si Bu Jie Zi No.11 (hereinafter referred to as “Principal Agreement”), Party A is willing to provide a guarantee to Party B. In order to specify the rights and obligations of both parties, according to contract Law, Guarantee Law and other relevant laws and regulations and through equally consultation, Party A and Party B hereby enter into this Agreement.
Share Exchange Agreement by and among Birch Branch, Inc. and its Principal Shareholders and Shun Cheng Holdings HongKong Limited and its Shareholders Dated: May 14, 2010Share Exchange Agreement • May 20th, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • New York
This Share Exchange Agreement, dated as of May 14, 2010, is made by and among Birch Branch, Inc., a Colorado corporation (the “Acquiror Company”), Timothy Brasel, Brasel Family Partners LTD, LaMirage Trust, Mathis Family Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong Hock Seng and SCM Capital LLC (collectively, the “Acquiror Company Principal Shareholders”), Shun Cheng Holdings Limited, Wanjinlin International Investment Group Limited, Jinmao Investment Group Limited, USA Wall Street Capital United Investment Group Limited, Global Chinese Alliance Development Ltd., USA International Finance Consulting Group Ltd., Golden Hill International Investment Group Limited, Fuhai International Investment Group Limited, Renhe International Investment Group Limited, Fuyutai International Investment Group Limited, and Kangchen International Investment Group Limited (collectively, the “Company Shareholders”), and Shun Cheng Holdings HongKong Limited, a Hong Kong company (the “Company”).
SHANGHAI PUDONG DEVELOPMENT BANK Maximum Guarantee AgreementMaximum Guarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • Macau
The Guarantor voluntarily assumes the guarantee liability for the loan under AGREEMENT (as specified in Article 7), in order to ensure the comprehensive and timely performance of the obligations by the debtor under AGREEMENT and the exercise of the Creditor’s rights.
Loan AgreementLoan Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
In accordance with the applicable state laws and regulations, this Agreement is concluded through friendly consultation by both parties.
BIRCH BRANCH, INC. FINANCING AGREEMENTFinancing Agreement • October 26th, 2005 • Birch Branch Inc • Real estate dealers (for their own account)
Effective this 1st Day of July, 2005, Michael L. Schumacher hereby agrees to advance funds totaling up to $365,000 for the construction of Birch Branch, Inc.'s (Company's) studio construction-in-progress. Such $365,000 of advances includes funds already advanced of $355,590 through June 30, 2005. Interest shall accrue at the rate of 8% per annum. Upon the completion of the construction, estimated to occur on or about September 15, 2005, the advances and accrued interest will be converted to a mortgage note payable collateralized by the five real estate lots and studio building owned by the Company. Such mortgage note payable shall accrue interest at 8% per annum and shall be due and payable including all interest and principal on December 31, 2009. In addition, Michael L. Schumacher also hereby agrees to provide working capital to the extent necessary to the Company through the year ended June 30, 2006.
Debt AgreementDebt Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
RMB LOAN AGREEMENT (For Corporation) BANK OF LUOYANGRMB Loan Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
To clear the rights and responsibilities of the Borrower and Lender, according to applicable laws and regulations, the Borrower and Lender, after reaching an agreement through negotiations, hereby enter into this Loan Agreement.
Contract for Sales of Industrial and Mineral Products Shagang Group Anyang Yongxing Iron&Steel Co., Ltd.Birch Branch Inc • July 2nd, 2010 • Real estate dealers (for their own account)
This contract is entered into between the Seller and the Buyer on the basis of both parties’ full consultation pursuant to the Contract Law of the People's Republic of China.
Short-term Loan AgreementBirch Branch Inc • July 2nd, 2010 • Real estate dealers (for their own account) • Macau
Currency Amount Type Drawing date Due Date Interest Rate Interest Settlement Penalty Rate for Delay payment Penalty Rate for Appropriation
Financing Leasing Contract Of EquipmentBirch Branch Inc • July 2nd, 2010 • Real estate dealers (for their own account)
Contract/this Contract Shall refer to this Financing Leasing Contract and all the Annexes thereof, as well as any supplementary agreements and amendments in writing thereto entered into by the Parties from time to time.
Comprehensive Credit Line ContractBirch Branch Inc • July 2nd, 2010 • Real estate dealers (for their own account)
On the basis of free will, equality, mutual benefit and good faith and through negotiations with the parties, Party A agrees to provide this general credit limit to Party B. For the purpose of specifying the rights and obligations of both parties, the parties hereby enter into this Contract for mutual compliance.
ContractRMB Loan Agreement • August 23rd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
EMPLOYMENT AGREEMENTEmployment Agreement • November 19th, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • New York
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into this 15th day of November, 2010, by and between Birch Branch Inc. (the "Company"), and Wang Lei at 203 2# 43 ShuiTun Road, TianQiao district, Jinan City, Shandong Province, China 250101 (the "Executive") (collectively, the “Parties”).
Loan Agreement Agricultural Bank of ChinaLoan Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
In accordance with the applicable state laws and regulations, this Agreement is concluded through friendly consultation by both parties.
CANCELLATION AGREEMENTCancellation Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • Colorado
This CANCELLATION AGREEMENT, is entered into as of June 28, 2010 (this “Agreement”), by and among, Birch Branch, Inc., a Colorado corporation (the “Acquiror Company”), Brasel Family Partners (“BFP”), LaMirage Trust (“LaMirage”), Lazzeri Family Trust (“LFT”), Mathis Family Partners LTD (“MFP”) and Lazzeri Equity Partners 401(k) Plan (the “Plan” and collectively with BFP, LaMirage, LFT and MFP, the “Acquiror Company Shareholders”) and Shun Cheng Holdings HongKong Limited, a Hong Kong company (the “Company”).
Guarantee Agreement (This “Agreement”)Guarantee Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
In order to secure the earnest performance of the Cooperative Association Loan Agreement (No. An Shi Qu Nong Xin Tuan Dai [2009] No. 1) signed between the Creditors and the Debtor (hereinafter as “Primary Agreement”) and to secure the Creditors’ realization of the creditor’s rights, the Guarantors voluntarily agree to provide guarantees with nature of joint and several liabilities to secure the Debtor’s debt repayment to the Creditors under the Primary Agreement. Based on relevant PRC laws and regulations and the consensus reached by the Parties after mutual negotiations, the Parties hereby reach this Agreement as follows:
Entrust Purchase Agreement between AVIC I International Leasing Co., Ltd. (as the Trustor) and Henan Shuncheng Group Coal Coke Co., Ltd. (as the Trustee) Date: November 3rd, 2009 In Shanghai, PRCEntrust Purchase Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
ContractRMB Loan Agreement • August 23rd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
Mortgage AgreementMortgage Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
To guarantee the fulfillment of debt under the “Principal Agreement” as stipulated in Article 1 hereunder, the Mortgagor are willing to provide mortgage for benefit of the Mortgagee, the Agreement is enacted by equal negotiation by and between two parties hereto. Unless as otherwise provided herein, terms hereof shall be interpreted in accordance with the Principal Agreement.
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account) • New York
AMENDMENT TO SHARE EXCHANGE AGREEMENT (this “Amendment”), dated as of June 28, 2010, by and among Birch Branch, Inc., a Colorado corporation (the “Acquiror Company”), Timothy Brasel, Brasel Family Partners LTD, LaMirage Trust, Mathis Family Partners, LTD, Lazzeri Family Trust, Hu Qingying, Ong Hock Seng and SCM Capital LLC (collectively, the “Acquiror Company Principal Shareholders”), Shun Cheng Holdings Limited, Wanjinlin International Investment Group Limited, Jinmao Investment Group Limited, USA Wall Street Capital United Investment Group Limited, Global Chinese Alliance Development Ltd., USA International Finance Consulting Group Ltd., Golden Hill International Investment Group Limited, Fuhai International Investment Group Limited, Renhe International Investment Group Limited, Fuyutai International Investment Group Limited, and Kangchen International Investment Group Limited (collectively, the “Company Shareholders”), and Shun Cheng Holdings HongKong Limited, a Hong Kong company (t
Anyang Commercial Bank Co., Ltd. of Loan AgreementLoan Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
Party A files a loan application with Party B based on the usage stipulated in Article 2.1 of the Agreement. Party B agrees to provide the aforesaid loan. According to Agreement Law, Lending General Provisions as well as other relevant laws and regulations, and on the basis of equal consultations, Party A and Party B hereby make and enter into the Agreement to define their respective rights and obligations.
Contract for Sales of Industrial and Mineral ProductsPrice Adjustment Agreement • July 2nd, 2010 • Birch Branch Inc • Real estate dealers (for their own account)
This contract is entered into between the Seller and the Buyer on the basis of both parties’ full consultation pursuant to the Contract Law of the People's Republic of China.
