English Translation) EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
The first Party (Employer) The name of the company: Oumei Real Estate Development Co., Ltd. Address: Floor 12A, Shandong Motorway Building, Laoshan District, Qingdao Legal representative: Weiqing Zhang
MAKE GOOD ESCROW AGREEMENTMake Good Escrow Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This Make Good Escrow Agreement (the “Agreement”), dated as of April 14, 2010, is entered into by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), Access America Investments, LLC, as representative of the Investors (the “Investor Representative”), Longhai Holdings Company Limited (the “Make Good Shareholder”) and Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (hereinafter referred to as the “Escrow Agent”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (each, an “Investor” and collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).
ContractWarrant Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party A: Qingdao Longhai Investment Group Legal Representative: Zhang Weiqing Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao
English Translation) Construction contract of construction project (GF——1999——0201) Longhai InternationalConstruction Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.
English Translation) SUPERVISION CONTRACT FOR CONSTRUCTION PROJECTSupervision Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
This Agreement is signed between Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. (hereinafter referred to as "the Client") and Weihai Tianhen Project Consulting Management Co., Ltd. (hereinafter referred to as the "Supervisor") through mutual consultation.
English Translation) Construction contract of construction project (GF——1999——0201)Construction Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.
INVESTOR RELATIONS ESCROW AGREEMENTInvestor Relations Escrow Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This INVESTOR RELATIONS ESCROW AGREEMENT (this “Agreement”) is made as of April 14, 2010 by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”) with its address at Shandong Motorway Building, 29 Miaoling Road, Qingdao 266000, People’s Republic of China, Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”), Brean Murray, Carret & Co., LLC (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (collectively, the “Investors”), dated April 14, 2010.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party F: Qingdao Longhai Investment Group Legal Representative: Zhang Weiqing Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Longhai Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 80 million RMB. Party A’s contribution to the registered capital of the company is 48,000,000Yuan, representing a 60% of the shares. Party B’s contribution to the registered capital of the company is 32,000,000Yuan, representing a 40% of the shares.
English Translation) Construction contract of construction project (GF——1999——0201)Construction Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Employers (full name): Qingdao Xudong Real Estate Development Co., Ltd. Contractor (full name): Qingdao Longhai Construction Group Co., Ltd.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This Subscription Agreement (the “Agreement”) is made as of the date set forth on the signature page of this Agreement by and between Dragon Acquisition Corporation, a Cayman Islands company (“Dragon” or the “Company”), and the subscribers listed on the Schedule of Subscribers attached hereto attached as Annex A and identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).
HOLDBACK ESCROW AGREEMENTHoldback Escrow Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This ESCROW AGREEMENT (the “Agreement”) is made as of April 14, 2010 by and among Dragon Acquisition Corporation, a Cayman Islands company (the “Company”), with its address at Shandong Motorway Building, 29 Miaoling Road, Qingdao 266000, People’s Republic of China, Collateral Agents, LLC, a New York limited liability company, with its address at 111 West 57th Street, Suite 1416, New York, New York 10019 (the “Escrow Agent”), Brean Murray, Carret & Co., LLC (the “Placement Agent”) and Access America Investments, LLC (the “Investor Representative”). All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned them in the Subscription Agreement, between the Company and each investor signatory thereto (collectively, the “Investors”), dated April 14, 2010 (the “Subscription Agreement”).
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Weihai Mingwei Industry Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 5.08 million RMB. Cheng Defeng’s contribution to the registered capital of the company is 4,064,000Yuan, representing a 80% of the shares. Wang Yingchun’s contribution to the registered capital of the company is 1,016,000 Yuan, representing a 20% of shares.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Weihai Longhai Realty Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 62 million RMB. Cheng Defeng’s contribution to the registered capital of the company is 48,000,000Yuan, representing a 80% of the shares. Miao Shuangji’s contribution to the registered capital of the company is 12,000,000 Yuan, representing a 20% of shares.
LOCKUP AGREEMENTLockup Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This AGREEMENT (the “Agreement”) is made as of April 14, 2010 by _________ (“Holder”), in connection with its ownership of shares of Dragon Acquisition Corporation, a Cayman Islands company (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set forth in the Subscription Agreement of the Company, dated as of April 14, 2010, and its attachments thereto.
SHARE EXCHANGE AGREEMENT by and among DRAGON ACQUISITION CORPORATION LEEWELL INVESTMENT GROUP LIMITED LONGHAI HOLDINGS COMPANY LIMITED, THE SOLE SHAREHOLDER OF LEEWELL INVESTMENT GROUP LIMITED and ANTOINE CHENG, THE SOLE SHAREHOLDER OF LONGHAI...Share Exchange Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 14, 2010, is by and among Dragon Acquisition Corporation, a Cayman Islands company (“Dragon Acquisition”), Leewell Investment Group Limited, a Hong Kong company (“Leewell”), the sole shareholder of Leewell, Longhai Holdings Company Limited, a British Virgin Islands company (“Longhai”), and the sole shareholder of Longhai, Antoine Cheng (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Longhai Hotel Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A. Its registered capital is 3 million RMB. Zhang Weiqing owns 100% of 3 million.
English Translation) Construction contract of construction project (GF——1999——0201)Construction Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Employer: Weihai Economic & Technology Development Zone Longhai Properties Co., Ltd. Contractor: Qingdao Longhai Construction Group Co., Ltd.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Oumei Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and another shareholders. Its registered capital is 96 million RMB. Zhang Weiqing’s contribution to the registered capital of the company is 48,960,000Yuan, representing a 51% of the shares. Cheng Xiaoyan’s contribution to the registered capital of the company is 47,040,000 Yuan, representing a 49% of shares.
English Translation) Construction contract of construction project (GF——1999——0201)Construction Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Both parties agreed on the project terms and signed a contract, which is according to “Contract Law of the People’s Republic of China”, “CONSTRUCTION LAW OF THE PEOPLES REPUBLIC OF CHINA” and Other relevant laws and administrative regulations.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Weifang Qilu Guotai Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and Party B. Its registered capital is 63,764,000 million RMB. Party A’s contribution to the registered capital of the company is 43,359,500Yuan, representing a 68% of the shares. Party B’s contribution to the registered capital of the company is 20,404,500Yuan, representing a 32% of the shares.
English Translation) Sales Agent ContractSales Agent Contract • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
For the promotion of market development and buildings sales, the Party A specially entrusts the Party B simply with the sales of the developed projects. The both parties sign the following contract by fully consulting.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party A: Qingdao Pingdu Xinyuan Real Estate Development Co., Ltd Legal Representative: Xu Jinmin Domicile: Shengli Road, Pingdu, Qingdao
English Translation) INDUSTRIAL AND COMMERCIAL BANK OF CHINA LOAN AGREEMENT FOR REAL ESTATE INDUSTRYLoan Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
No.1 Guaranty and Statement of Party A No.2 The Type of Loan No.3 The Purpose of Loan No.4 Sum and Deadline of Loan No.5 Interest Rate of Loan and Account of Interest No.6 Drawing Condition No.7 Arrangement of withdrawing No.8 Repayment and the Origin of the Repayment No.9 The Guaranty No.10 The Right and Obligation of both Parties No.11 Default Responsibility No.12 Termination, Modification, Renew and Discharge of the Contract No.13 The Settlement of Dispute No.14 Other items No.15 Miscellaneous
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Whereas: Qingdao Oumei Real Estate Development Co., Ltd. Is a limited liability company (hereinafter “the company”) invested by Party A and another shareholders. Its registered capital is 96 million RMB. Zhang Weiqing’s contribution to the registered capital of the company is 48,960,000Yuan, representing a 51% of the shares. Cheng Xiaoyan’s contribution to the registered capital of the company is 47,040,000 Yuan, representing a 49% of shares.
English Translation) Share Purchase AgreementShare Purchase Agreement • April 19th, 2010 • Dragon Acquisition CORP • Blank checks
Party A: Qingdao Longhai Investment Group Legal Representative: Zhang Weiqing Domicile: No. 73, Donghai eastern Road, Laoshan, Qingdao
