5,000,000 shares of SmartHeat Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2010 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 14, 2008, is made by and between SmartHeat Inc., a Nevada corporation (“Seller”), and Jason Schlombs (“Buyer”).
SMARTHEAT INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2008 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • Pennsylvania
This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June ___, 2008, is made by and between SmartHeat Inc., a Nevada corporation (the "Company"), and the undersigned investor (the "Investor").
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • October 1st, 2019 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This Equity Interest Purchase Agreement (the “EIPA”) is executed as of September 30, 2019 by and among Party A and Party B. Each of Party A and Party B shall be referred to as a “Party,” and collectively, the “Parties.”
SHARE EXCHANGE AGREEMENT BY AND AMONG SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD and SMARTHEAT INC. and THE SHAREHOLDERS OF SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD Dated as of April 14, 2008Share Exchange Agreement • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada
This SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into as of April 14, 2008, by and among SHENYANG TAIYU MACHINERY & ELECTRONIC EQUIPMENT CO., LTD, a company organized under the laws of the Peoples Republic of China ("Taiyu") and SMARTHEAT INC., a Nevada corporation ("Purchaser") and each of the shareholders of Taiyu listed on Schedule 4.2 hereto (the "Taiyu Shareholders").
SMARTHEAT, INC. 7,246,087 Shares of Common Stock (Plus an Option to Acquire Up to 1,086,913 Shares to Cover Overallotments) UNDERWRITING AGREEMENTSmartheat Inc. • September 18th, 2009 • Heating equipment, except electric & warm air furnaces • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2010 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of February, 2010, by and between SmartHeat Inc., a Nevada corporation (the “Company”), and Xudong Wang (the “Executive”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of April 14, 2008, by SmartHeat Inc, a Nevada corporation (“Assignor”), and PGR Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
License agreement for comprehensive utilization of Dachaidan Salt Lake ResourcesLithium & Boron Technology, Inc. • April 3rd, 2020 • Heating equipment, except electric & warm air furnaces
Address: Room 301, Shaanxi Membrane Separation Technology Research Institute, No. 13, middle section of Yanta Road, Beilin District, Xi'an City
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEENShare Exchange Agreement and Plan of Reorganization • January 7th, 2019 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • Nevada
This SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is entered on December 31, 2018, by and among Mid-Heaven Sincerity International Resources Investment Co., Ltd, a company incorporated under the laws of the British Virgin Islands (“Mid-Heaven”), Smartheat Inc., a Nevada corporation (“Purchaser”), and each of the shareholders of Mid-Heaven listed on Schedule 2.1 hereto (the “Mid-Heaven Shareholders”).
Suite 1710 Chicago Illinois 60603 HEAT RESTRUCTURING AGREEMENTRestructuring Agreement • November 2nd, 2015 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
ContractPacific Goldrim Resources, Inc. • April 18th, 2008 • Metal mining
Amendment No. 1 to the Amended and Restated EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • March 24th, 2015 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This first amendment (the “Amendment”) to the Amended and Restated Equity Interest Purchase Agreement, dated November 28, 2014 (the “Restated EIPA”), is being entered into on March 19, 2015 by and between Heat PHE, Inc, a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Hongjun Zhang, on behalf of all Buyers identified in the Buyers’ Response to RFP submitted to SmartHeat on September 10, 2013 (the “Buyers”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Restated EIPA.
Exclusive AgreementExclusive Agreement • July 12th, 2019 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
Based upon good trust, in consideration of the long-term development strategy of both parties, the following agreement has been reached after friendly negotiation between the two parties.
Page ARTICLE 1. DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitional Terms; Rules of Interpretation 4 ARTICLE 2. AMOUNT AND TERMS OF THE CREDIT FACILITY 5 2.1 Advances 5 2.2 Procedures for Requesting Advances 5 2.3 Term of Credit Facility 5 2.4...Credit and Security Agreement • August 1st, 2012 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
THIS CREDIT AND SECURITY AGREEMENT (this "Agreement") is made and effective as of July 27, 2012 by SMARTHEAT INC., a Nevada corporation (including any successor or permitted assignee thereof, the "Borrower"), in favor of NORTHTECH HOLDINGS INC., a British Virgin Islands business company (including any successor, assignee or transferee thereof, the "Lender").
AMENDMENT No. 4 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 30th, 2015 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This fourth amendment (the “Fourth Amendment” or “Amendment”), dated December 28, 2015 and effective as of October 31, 2015 is being entered into between SmartHeat Inc., a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (including any successor, assignee or transferee thereof, “Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands, and amends the Credit and Security Agreement, dated July 27, 2012, as first amended on December 21, 2012 and subsequently amended on August 23, 2013, with the third amendment taking place on July 14, 2014 between the Company and Northtech (the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 26th, 2013 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of August 23, 2013, among SmartHeat Inc. (the “Company”), a Nevada corporation having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (“Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town Tortola, British Virgin Islands.
SALES CONTRACTSales Contract • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining
The Contract is made and entered into through friendly negotiation by and between Dalkia (Jiamusi) Urban Heating Company Ltd, a corporation organized and existing under the laws of China (hereinafter referred to as the Buyer) and Shenyang TAIYU Machinery & Electronic Equipment Co., Ltd. a corporation organized and existing under the laws of China (hereinafter referred to as the Seller or Taiyu) under [Contract Law of the People's Republic of China]
Amended and Restated EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • December 1st, 2014 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This Amended and Restated Equity Interest Purchase Agreement (the “Restated EIPA”) is executed on November 28, 2014 by and among Party A and Buyers and restates in its entirety that certain Equity Interest Purchase Agreement by and between the Parties hereto dated October 10, 2013 (the “EIPA”). In this Restated EIPA, each of Party A and Party B shall be referred to as a “Party,” and collectively, the “Parties.”
JULY 2014 AMENDMENT TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 17th, 2014 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This third amendment (the “July 2014 Amendment” or “Amendment”), dated as of July 14, 2014 is being entered into between SmartHeat Inc., a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (including any successor, assignee or transferee thereof, “Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands, and amends the Credit and Security Agreement, dated July 27, 2012, as first amended on December 21, 2012 and second amended on August 23, 2013, between the Company and Northtech (the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
AMENDMENT No. 6 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 20th, 2018 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This Sixth Amendment (the “Sixth Amendment” or “Amendment”), dated June 14, 2018 is being entered into between SmartHeat Inc., a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (including any successor, assignee or transferee thereof, “Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands, and amends the Credit and Security Agreement, dated July 27, 2012, as amended on December 21, 2012, August 23, 2013, July 14, 2014, December 28, 2015 and July 31, 2016 between the Company and Northtech (the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
ASSIGMENT AGREEMENTAssigment Agreement • August 26th, 2013 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This Assignment Agreement (the “Agreement”) is made this 23rd day of August, 2013, by and between SmartHeat Inc., a Nevada corporation, having an address as 1802 North Carson Street, Suite 212, Carson City, NV 89701 (“Smartheat”), and Heat HP Inc., a Nevada corporation, having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701 (“Heat HP”), which is 100% owned by SmartHeat.
EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • October 15th, 2013 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This Equity Interest Purchase Agreement is executed on October 10, 2013 by and among the above parties (the “Agreement”). In this Agreement, each of Party A and Party B shall be referred to as a “Party,” and collectively, the “Parties.”
AMENDMENT to AMENDMENT No. 6 TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 21st, 2018 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This Amendment, dated December 20, 2018, (the “Amendment”) to the Sixth Amendment, dated June 14, 2018 (the “Sixth Amendment”) to the Credit and Security Agreement Agreement, dated July 27, 2012 (the “Credit Agreement”), as amended, between SmartHeat Inc., a Nevada corporation (the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (“Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
Split-Off Agreement STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 18th, 2008 • Pacific Goldrim Resources, Inc. • Metal mining • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April __, 2008, is made by and between SmartHeat Inc., a Nevada corporation (“Seller”), and Jason Schlombs (“Buyer”).
Amended and Restated Asset Purchase Agreement between Shenyang Taiyu Machinery and Electrical Equipment Co., Ltd and Siping Beifang Heat Exchanger Manufacture Co., Ltd June 16, 2009 ShenyangAsset Purchase Agreement • June 16th, 2009 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This amended and restated Asset Purchase Agreement (the “Agreement”) amends and restates that certain Asset Acquisition Agreement between Siping Beifang Heat Exchanger Manufacture Co., Ltd and Shenyang Taiyu-Machinery and Electrical Equipment Co., Ltd dated May 27, 2009. Siping Beifang Heat Exchanger Manufacture Co., Ltd has decided to sell certain plant and equipment to Shenyang Taiyu-Machinery and Electrical Equipment Co., Ltd after friendly consultation by both parties.
SENIOR LOAN AGREEMENTSenior Loan Agreement • July 7th, 2009 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
SENIOR LOAN AGREEMENT (this “Agreement”) dated as of July 3, 2009 by and between SmartHeat Inc., a Nevada corporation with its principal executive offices located at A-1, 10, Street 7 Shenyang Economic and Technological Development Zone Shenyang, China 110027 and its wholly owned subsidiary Shenyang Taiyu Machinery & Electronic Equipment Co, Ltd., a company organized under the laws of the Peoples Republic of China (the “Subsidiary”) (collectively, the “Company”), and Strong Growth Capital, Ltd, a limited company organized under the laws of the British Virgin Islands with its principal executive offices located at Bldg, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands ("Lender").
AMENDMENT NO. 5 TO THE CREDIT AND SECURITY AGREEMENTThe Credit and Security Agreement • August 2nd, 2016 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This fifth amendment (the “Fifth Amendment” or “Amendment”), dated July 31, 2016 is being entered into between SmartHeat Inc., a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (including any successor, assignee or transferee thereof, “Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands, and amends the Credit and Security Agreement, dated July 27, 2012, as amended on December 21, 2012, August 23, 2013, July 14, 2014 and December 28, 2015 between the Company and Northtech (the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
Asset Acquisition Agreement between Shenyang Taiyu Machinery and Electrical Equipment Co., Ltd and Siping Beifang Heat Exchanger Manufacture Co., Ltd May 27th , 2009 ShenyangAsset Acquisition Agreement • May 29th, 2009 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
Siping Beifang Heat Exchanger Manufacture Co., Ltd has decided to sell all its tangible and intangible assets to Shenyang Taiyu-Machinery and Electrical Equipment Co., Ltd after friendly consultation by both parties.
AMENDMENT SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 25th, 2019 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • Nevada
This Amendment (the “Amendment”), dated January 24, 2019 is being entered into between SmartHeat Inc., a Nevada corporation (the “Company”), by and among Mid-Heaven Sincerity International Resources Investment Co., Ltd, a company incorporated under the laws of the British Virgin Islands (“Mid-Heaven”), Smartheat Inc., a Nevada corporation (“Purchaser”), Mao Zhang, Jimin Zhang, and Ying Zhao, constituting all of the shareholders of Mid-Heaven (the “Mid-Heaven Shareholders,” together with Mid-Haven and the Purchaser, the “Parties”)) and amends the Share Exchange Agreement, dated December 31, 2018 by and among Purchaser, Mid-Heaven and the Mid-Haven Shareholders (the “Share Exchange Agreement”) . Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Share Exchange Agreement.
Buyer: Contract No.:Pacific Goldrim Resources, Inc. • April 18th, 2008 • Metal mining
Investment cooperation agreementLithium & Boron Technology, Inc. • April 3rd, 2020 • Heating equipment, except electric & warm air furnaces
Prefecture, Qinghai Province, whose actual controller is Mr. Zhang Mao,is a wholly-owned company (Stock Code: lbti) of lithium & boron technology, Inc., a US listed company. It mainly produces boric acid and lithium products. Qinghai Zhongtian boron and lithium Mining Co., Ltd. (hereinafter referred to as "boron and lithium mining") ,under Mr. Zhang Mao's actual control, owns the Dachaidan salt lake resource exploitation right (mining license Number: c630000201026110100612) and relevant infrastructure production facilities. Dachaidan Salt Lake is a mining area mainly for boron mining. Besides boron ,it is rich in a variety of resources including sodium, potassium, lithium, magnesium, bromine, etc. .It is a large-scale comprehensive deposit. In order to achieve the comprehensive utilization of mineral resources, Party B has visited party A's mining area for many times, sampled and tested, consulted the original data of resources in Dachaidan Lake mining area, and recognized that its res
AUGUST 2013 AMENDMENT TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 26th, 2013 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This second amendment (the “August 2013 Amendment” or “Amendment”), dated August 23, 2013 is being entered into between SmartHeat Inc., a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (including any successor, assignee or transferee thereof, “Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands, and amends the Credit and Security Agreement, dated July 27, 2012, as amended on December 21, 2012, between the Company and Northtech (the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
DECEMBER 2012 AMENDMENT TO THE CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 28th, 2012 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces • New York
This first amendment (the “December 2012 Amendment” or “Amendment”), dated December 21, 2012 is being entered into between SmartHeat Inc., a Nevada corporation (including any successor or permitted assignee thereof, the “Company”), having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701, and Northtech Holdings Inc., a British Virgin Islands business company (including any successor, assignee or transferee thereof, “Northtech”), having an address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands, and amends the Credit and Security Agreement, dated July 27, 2012, between the Company and Northtech (the “Credit Agreement”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Credit Agreement.
ASSIGMENT AGREEMENTAssigment Agreement • August 26th, 2013 • Smartheat Inc. • Heating equipment, except electric & warm air furnaces
This Assignment Agreement (the “Agreement”) is made this 23rd day of August, 2013, by and between SmartHeat Inc., a Nevada corporation, having an address as 1802 North Carson Street, Suite 212, Carson City, NV 89701 (“Smartheat”), and Heat PHE Inc., a Nevada corporation, having an address at 1802 North Carson Street, Suite 212, Carson City, NV 89701 (“Heat PHE”), which is 100% owned by SmartHeat.
