EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2005 • Chardan North China Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT Agreement made as of _____________, 2005 between Chardan North China Acquisition Corporation, a Delaware corporation, with offices at 625 Broadway, Suite 1111, San Diego, California 92101 ("Company"), and Continental Stock Transfer &...Warrant Agreement • July 28th, 2005 • Chardan North China Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Chardan China Acquisition Corp. II, a Delaware corporation (the "Company"); and the undersigned...Registration Rights Agreement • May 17th, 2005 • Chardan China Acquisition Corp II • New York
ofChardan China Acquisition Corp II • May 17th, 2005 • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT ------------------------------------- This Agreement is made as of _____________, 2005 by and between Chardan North China Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company...Investment Management Trust Agreement • July 28th, 2005 • Chardan North China Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among CHARDAN CHINA ACQUISITION CORP. II, a Delaware corporation ("Company"), LI ZHANG, KERRY PROPPER, JIANGNAN HUANG, CHARDAN CAPITAL PARTNERS and SUJG,...Stock Escrow Agreement • July 28th, 2005 • Chardan North China Acquisition Corp • Blank checks • New York
EARLYBIRDCAPITAL, INC. 275 MADISON AVENUE SUITE 1203 NEW YORK, NEW YORK 10016 ------------------------------------------------ SELECTED DEALERS AGREEMENT Dear Sirs: 1. Registration under the Securities Act of 1933, as amended ("Act"), of the 5,000,000...Selected Dealers Agreement • July 28th, 2005 • Chardan North China Acquisition Corp • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2007 • Chardan North China Acquisition Corp • Blank checks • Virgin Islands
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 6, 2006 between Wang Changli, residing at No. 27 Building, Wanquanxinxin Community, Wanliu, Haidian District, Beijing “Executive”), and HLS Systems International, Ltd. a British Virgin Islands corporation having its principal office at 625 Broadway, Suite 1111, San Diego, CA 92101 (the “Company”)
Chardan Capital, LLC 625 Broadway Suite 1111 San Diego, California 92101 Gentlemen: This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO")...Chardan China Acquisition Corp II • May 17th, 2005
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Chardan China Acquisition Corp. II ("CCAC") and continuing until the earlier of the consummation by CCAC of a "Business Combination" or CCAC's liquidation (as described in CCAC's IPO prospectus) (the "Termination Date"), Chardan Capital, LLC shall make available to CCAC certain office and secretarial services as may be required by CCAC from time to time, situated at 625 Broadway, Suite 1111, San Diego, California 92101. In exchange therefore, CCAC shall pay Chardan Capital, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
SALE AND PURCHASE AGREEMENT IN RELATION TO THE OWNERSHIP INTEREST OF HANGZHOU HOLLYSYS AUTOMATION CO., LTD. BETWEEN OSCAF INTERNATIONAL CO., LTD AND GIFTED TIME HOLDINGS LIMITEDSale and Purchase Agreement • July 2nd, 2007 • Chardan North China Acquisition Corp • Blank checks
(Party A and Party B may be referred as“Party A and B” or “both Parties” together, or “the Party” or “each Party” individually under this Agreement)
EMPLOYMENT AGREEMENTEmployment Agreement • July 2nd, 2007 • Chardan North China Acquisition Corp • Blank checks • Virgin Islands
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 6, 2006 between Qiao Li, residing at No. 6 Building, Zhuchundongli, Shuangyushu, Haidian District, Beijing (“Executive”), and HLS Systems International, Ltd. a British Virgin Islands corporation having its principal office at 625 Broadway, Suite 1111, San Diego, CA 92101 (the “Company”)
JUNE 6, 2006 BEIJING HOLLYSYS CO., LTD.Key Employee Employment Agreement • July 2nd, 2007 • Chardan North China Acquisition Corp • Blank checks
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • August 29th, 2006 • Chardan North China Acquisition Corp • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated August 24, 2006, is to the Warrant Agreement, dated as of August 2, 2005 (the “Warrant Agreement”), by and between Chardan North China Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
Stock Consignment AgreementStock Consignment Agreement • July 2nd, 2007 • Chardan North China Acquisition Corp • Blank checks • Virgin Islands
This Stock Consignment Agreement (Hereinafter called the “Agreement”) is entered into on December 30, 2005 between the following Parties:
AMONGStock Purchase Agreement • March 22nd, 2006 • Chardan North China Acquisition Corp • Blank checks • Delaware
SUPPLEMENTAL WARRANT CLARIFICATION AGREEMENTSupplemental Warrant Clarification Agreement • December 1st, 2006 • Chardan North China Acquisition Corp • Blank checks • New York
This Supplemental Warrant Clarification Agreement (this “Agreement”), dated November 28, 2006, is to the Warrant Agreement, dated as of August 2, 2005 (the “Warrant Agreement”), by and between Chardan North China Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
GIFTED TIME HOLDINGS LIMITED PROMISSORY NOTEChardan North China Acquisition Corp • May 11th, 2007 • Blank checks • Virgin Islands
FOR VALUE RECEIVED, GIFTED TIME HOLDINGS LIMITED, a British Virgin Islands company (“Company”), promises to pay to [______________] (“Investor”), or its registered assigns, in lawful money of the United States of America the principal sum of _________________ ($__________), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to ten percent (10.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 360 days.
April 30, 2005 EarlyBirdCapital, Inc. 600 Third Avenue 33rd Floor New York, New York 10016 Re: Chardan China Acquisition Corp. II Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Chardan China...Chardan China Acquisition Corp II • May 17th, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Chardan China Acquisition Corp. II ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradeable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
AMENDMENT TO UNIT PURCHASE OPTIONUnit Purchase Option • August 29th, 2006 • Chardan North China Acquisition Corp • Blank checks
This AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated August 24, 2006, is made by and between Chardan North China Acquisition Corporation (the “Company”) and the holder designated on the signature page hereof (“Holder”), to that certain Unit Purchase Option referred to below.
Financial Advisory AgreementFinancial Advisory Agreement • February 15th, 2007 • Chardan North China Acquisition Corp • Blank checks
This FINANCIAL ADVISORY AGREEMENT (hereinafter referred to as “this Agreement”) is made and entered into on the 15th day of October 2006 in Beijing.
Chardan North China Acquisition CorporationManagement Trust Agreement • August 21st, 2006 • Chardan North China Acquisition Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement (the “Agreement”), dated as of August 2, 2005, between Chardan North China Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following:
To: Beijing HollySys Co. Ltd.Stock Purchase Agreement • September 1st, 2006 • Chardan North China Acquisition Corp • Blank checks
We are lawyers qualified in the People's Republic of China ("PRC") and are qualified to issue an opinion on the laws and regulations of the PRC.
ContractGuaranty and Pledge Agreement • May 11th, 2007 • Chardan North China Acquisition Corp • Blank checks
IN WITNESS WHEREOF, the parties hereto have caused this Guaranty and Pledge Agreement to be duly executed as of the date first written above.
Stock Consignment AgreementStock Consignment Agreement • March 30th, 2006 • Chardan North China Acquisition Corp • Blank checks • Virgin Islands
SECOND AMENDMENT TO UNIT PURCHASE OPTIONUnit Purchase Option • December 1st, 2006 • Chardan North China Acquisition Corp • Blank checks
This SECOND AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated November 28, 2006, is made by and between Chardan North China Acquisition Corporation (the “Company”) and the holder designated on the signature page hereof (“Holder”), to that certain Unit Purchase Option referred to below.
