AGREEMENT AND PLAN OF MERGER among New Ossen Group Limited,Agreement and Plan of Merger • December 17th, 2020 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2020 (this “Agreement”), among New Ossen Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ossen Innovation Co., Ltd, a company with limited liability incorporated under the Law of the British Virgin Islands (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 20th, 2017 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Share Purchase Agreement (this “Agreement”) is made and entered into as of July 19, 2017 by and among (i) Elegant Kindness Limited, a business company incorporated in the British Virgin Islands with limited liability (the “Purchaser”), (ii) Liang Tang, the sole shareholder of the Purchaser (the “Shareholder”), (iii) Ossen Innovation Materials Group Co., Ltd., a business company incorporated in the British Virgin Islands with limited liability (the “Company”) and (iv) Ossen Innovation Co. Ltd. (the “Seller”). The Purchaser, the Shareholder, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
SHARE EXCHANGE AGREEMENT by and among OSSEN INNOVATION CO. LTD., as the Purchaser, WEI HUA, as the OSN Representative, FASCINATING ACME DEVELOPMENT LIMITED, as representative for the OSN Management Indemnifying Parties AMERICA- ASIA DIABETES RESEARCH...Share Exchange Agreement • July 20th, 2017 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This Share Exchange Agreement (this “Agreement”) is made and entered into as of July 19, 2017 by and among (i) Ossen Innovation Co., Ltd., a business company incorporated under the laws of the British Virgin Islands with limited liability (the “Purchaser”), (ii) Wei Hua, an individual residing in the People’s Republic of China, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser as of immediately prior to the Closing in accordance with the terms and conditions of this Agreement (the “OSN Representative”), (iii) Fascinating Acme Development Limited, a British Virgin Islands company, in the capacity as representative of the OSN Management Indemnifying Parties in accordance with the terms and conditions of this Agreement (“FADL”), (iv) America-Asia Diabetes Research Foundation, a California corporation (the “Company”), (v) each of the shareholders of the Company named on Annex I hereto (collectively, the “Sellers”) and
Ordinary Shares in the Form of American Depositary Shares OSSEN INNOVATION CO., LTD. Ordinary Shares in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 26th, 2010 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
The Underwriters will take delivery of the Shares in the form of American Depositary Shares (“ADSs”). The ADSs are to be issued pursuant to a Deposit Agreement dated as of _________________, 2010 (the “Deposit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”) and all Holders and Beneficial Owners (each as defined therein) from time to time of ADSs evidenced by American Depositary Receipts (“ADRs”) issued by the Depositary.
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2013 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens)
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of March 1, 2013 (the “Effective Date”), between Ossen Innovation Co., Ltd., a British Virgin Islands company with its principal place of business located at 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China (the “Company”), and Feng Peng (the “Executive”).
Employment ContractOssen Innovation Co. Ltd. • April 29th, 2014 • Steel works, blast furnaces & rolling mills (coke ovens)
In accordance with the Labor Law of the People's Republic of China, Party A and Party B hereby agree to conclude the employment contract through equivalent negotiations.
Loan Contribution AgreementLoan Contribution Agreement • November 26th, 2010 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens)
This Loan Contribution Agreement (this “Agreement”) is entered into on this 26th day of November, 2010, between Ossen Innovation Co., Ltd., a company duly formed and validly existing under the laws of the British Virgin Islands (“Ossen Innovation”), Topchina Development Group, Ltd., a company duly formed and validly existing under the laws of the British Virgin Islands and a wholly owned subsidiary of Ossen Innovation (“Topchina”), Ossen Group (Asia) Co., Ltd., a company duly formed and validly existing under the laws of the British Virgin Islands and a wholly owned subsidiary of Ossen Innovation (“Ossen Asia” and, collectively with Ossen Innovation and Topchina, the “Company”) and Dr. Liang Tang.
Sales Contract of Ossen Innovation Materials Co., Ltd.Ultra Glory International Ltd. • July 12th, 2010 • Blank checks
Employment ContractOssen Innovation Co. Ltd. • May 18th, 2020 • Steel works, blast furnaces & rolling mills (coke ovens)
In accordance with the Labor Law of the People's Republic of China, Party A and Party B hereby agree to conclude the employment contract through equivalent negotiations.
Purchase Contract with Zhangjiagang Free Trade Zone B.M. International Trading Co., Ltd. Time of Execution: ____________ Place of Execution: _____________ Contract No.:__________Ultra Glory International Ltd. • July 12th, 2010 • Blank checks
Supplier: Zhangjiagang Free Trade Zone B.M. International Trading Co., Ltd. (seal) Purchaser: Ossen Innovation Materials Co., Ltd. (seal)
Purchase Contract with Zhangjiagang Free Trade Zone JinDe Trading Co., LtdUltra Glory International Ltd. • July 12th, 2010 • Blank checks
Employment ContractOssen Innovation Co. Ltd. • November 26th, 2010 • Steel works, blast furnaces & rolling mills (coke ovens)
In accordance with the Labor Law of the People’s Republic of China, Party A and Party B hereby agree to conclude the employment contract through equivalent negotiations.
Purchase Contract with Jiangsu Shagang Group Co., Ltd Time of Execution: __________ Place of Execution: ______________ Contract No.:_________Ultra Glory International Ltd. • July 12th, 2010 • Blank checks
Sales Contract of Shanghai Z.F.X. Steel Co., LTd.Ultra Glory International Ltd. • July 12th, 2010 • Blank checks
Loan ContractUltra Glory International Ltd. • July 12th, 2010 • Blank checks
Due to the needs listed in Article 2.1, Party A hereby applies for RMB loan from Party B. Party B agrees to distribute the loan to Party A. For the purpose of identifying the rights and obligations of the parties, Party A and Party B agree to conclude the contract in accordance with the Contract Law, the General Rules of Loan and other applicable laws and regulations. Party A has read all the articles of the contract. Party A has fully known and understood the meanings and the legal consequences of all the articles, especially the indications with underline.
SHARE EXCHANGE AGREEMENT by and among ULTRA GLORY INTERNATIONAL LTD. THE SHAREHOLDER OF ULTRA GLORY INTERNATIONAL LTD. OSSEN INNOVATION MATERIALS GROUP LTD. CO. And THE SHAREHOLDERS OF OSSEN INNOVATION MATERIALS GROUP LTD. CO. Dated as of July 7, 2010Share Exchange Agreement • July 12th, 2010 • Ultra Glory International Ltd. • Blank checks • New York
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of July 7, 2010, is by and among Ultra Glory International Ltd., a British Virgin Islands company (the “Shell Company”), the shareholder of the Shell Company set forth on Schedule A hereto (the “Shell Company Shareholder”), Ossen Innovation Materials Group Co., Ltd., a British Virgin Islands company (“Ossen”), and the shareholders of Ossen set forth on Schedule A hereto (the “Ossen Shareholders”). 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.
Loan Guarantee ContractUltra Glory International Ltd. • July 12th, 2010 • Blank checks
For the purpose of guaranteeing the duly performance of the obligations of the borrower under the loan contract [________] concluded by and between Ossen (Maanshan) Steel Wire and Cable Co., Ltd. On [________] (hereinafter referred to as the “Main Contract”), Party A is willing to provide the guarantee to Party B. For the purpose of identifying the rights and obligations of both parties, Party A and Party B agree to conclude the contract as below in accordance with the Guarantee Law, the Real Property Law and other applicable laws and regulations.
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • June 16th, 2021 • Ossen Innovation Co. Ltd. • Steel works, blast furnaces & rolling mills (coke ovens)
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2021 (this “Amendment”), is made by and among New Ossen Group Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), New Ossen Innovation Limited, a company with limited liability incorporated under the laws of the British Virgin Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ossen Innovation Co., Ltd, a company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
Loan Guarantee ContractUltra Glory International Ltd. • July 12th, 2010 • Blank checks
For the purpose of guaranteeing the duly performance of the obligations of the borrower under the loan contract [_________] concluded by and between Ossen (Maanshan) Steel Wire and Cable Co., Ltd. On [_________] (hereinafter referred to as the “Main Contract”), Party A is willing to provide the guarantee to Party B. For the purpose of identifying the rights and obligations of both parties, Party A and Party B agree to conclude the contract as below in accordance with the Guarantee Law, the Real Property Law and other applicable laws and regulations.
Stabilization Processing AgreementStabilization Processing Agreement • July 12th, 2010 • Ultra Glory International Ltd. • Blank checks
In view of Party A authorizing Party B to carry out [______] ton stabilization processing, Party A and Party B hereby agree as below through friendly negotiations:
Cooperation AgreementCooperation Agreement • July 12th, 2010 • Ultra Glory International Ltd. • Blank checks
For the purpose of its development, Party A is in urgent need of technology for “high performance indented prestressed steel wires and galvanized steel wires” to realize industrialization as soon as possible. In order to implement the program for uniting technology and talents and project of Jiujiang City, the Organization Department of Jiujiang Committee of CPC and the Jiujiang Bureau of Science and Technology promptly contacts Shanghai Machinery Manufacturing Technology Research Institute. With the Institute’s vigorous support and assistance, the Organization Department of Jiujiang Committee of CPC and the Jiujiang Bureau of Science and Technology contributes a lot to the cooperation between Party A and Party B in R&D project. The parties hereby reach the following agreement through consultation for mutual covenants.
Sales Contract of Ossen Innovation Materials Co., Ltd.Ultra Glory International Ltd. • July 12th, 2010 • Blank checks
Coating Processing AgreementProcessing Agreement • July 12th, 2010 • Ultra Glory International Ltd. • Blank checks
In view of Party A authorizing Party B to carry out [_____] ton coating processing, Party A and Party B hereby agree as below through friendly negotiations:
