OPTION AGREEMENTOption Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks • New York
THIS OPTION AGREEMENT (this “Agreement”), dated as of May 13, 2011 (the “Effective Date”), by and between (i) Mr. Chongxin Xu, an individual citizen of Australia (the “Grantor”); and (ii) Mr. Guo Wang, an individual citizen of the People’s Republic of China (the “Optionee”) (each of the foregoing, a “Party” and together, the “Parties”) with respect to shares of Xiangrui Pharmaceutical International Limited, a company organized under the laws of the British Virgin Islands (“Xiangrui”). Capitalized terms not otherwise defined have the meanings assigned to them in Exhibit A to this Agreement.
Guarantee Contract of Natural Person between Xuchun Wang (and his wife Meng Guangxiang) and Agriculture Development Bank of China, Dongping Branch, dated February 3, 2012, for a RMB 20 million loanSMSA Treemont Acquisition Corp • May 15th, 2012 • Blank checks
To ensure the performance of the borrower’s obligations and the effectuation of the loaner’s rights under the Acceptance Agreement (Ref. 20123709230001) entered between and by the borrower and the loaner dated July 6, 2011, the guarantor is willing to offer his warranty as guarantee for the loaner. To clear rights and obligations of the parties, the guarantor and the loaner sign the guarantee contract equally and voluntarily, under the PRC Contract Law, the PRC Guarantee Law and other relevant laws and regulations.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2011 • SMSA Treemont Acquisition Corp • Blank checks • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) by and between SMSA Treemont Acquisition Corp., a Nevada corporation (the “Seller”) and New Fortress Group, Ltd., a BVI corporation (the “Purchaser”), is entered into as of this 12th day of May, 2011.
Guarantor: Wang Xuchun ID: 370323197302041537 Mobile Phone No. 13583839797SMSA Treemont Acquisition Corp • September 6th, 2011 • Blank checks
To ensure the performance of the borrower’s obligations and the effectuation of the loaner’s rights under the Loan Agreement (Ref. S379110M120110186785) entered between and by the borrower and the loaner, the guarantor is willing to offer his warranty as guarantee for the loaner.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
ContractTransportation Lease Agreement • September 6th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractAgreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
• If Party B fails to deliver the goods pursuant to the agreement, Party A shall be entitled to rescind the agreement and Party B shall pay 20% of value of the goods as liquidated damages. If Party B fails to deliver the goods on schedule but gets the permission from Party A, Party B shall pay 3% of the value of the non-delivered goods as liquidated damages per day.
PROXY AGREEMENTProxy Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
This Proxy Agreement (the “Agreement”) is entered into effective as of May 9, 2011 between the following parties in Dongping County, People’s Republic of China (the “PRC”).
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
ContractSMSA Treemont Acquisition Corp • September 6th, 2011 • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
Loan Agreement between Shandong Xiangrui and Rural Cooperative Bank of Dongping, Shandong, dated on March 21, 2012, for RMB 10 millionLoan Agreement • May 15th, 2012 • SMSA Treemont Acquisition Corp • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 20th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
This Agreement and Plan of Merger (this “Agreement”), is made this 3 day of May, 2010 by and between Senior Management Services of Treemont, Inc., a Texas corporation (“SMSA Texas”), and SMSA Treemont Acquisition Corp., a Nevada corporation (“SMSA Nevada.”). SMSA Nevada is sometimes hereinafter referred to as the “Surviving Corporation and the two corporate parties hereto being sometimes collectively referred to as the “Constituent Corporations”),
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
OPERATING AGREEMENTOperating Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
Party A: Taian Yisheng Management & Consulting Co., Ltd., a wholly foreign-owned enterprise duly established and valid existing under the laws of the People’s Republic of China (“PRC”). Registered Address: Ruixing industry park, Dongping County, Shandong Province, China.
Party A (Assignor): Shandong Ruixing Chemical Co., Ltd. Party B (Assignee): Mr. Xuchun WangSMSA Treemont Acquisition Corp • November 3rd, 2011 • Blank checks
In accordance with the relevant provisions of laws, regulations of People’s Republic of China, Party A hereby agrees to transfer all the equity it held in Shandong Xiangrui to Party B after friendly consultation.
ContractSMSA Treemont Acquisition Corp • September 6th, 2011 • Blank checks
• As guarantor, Shandong Runyin Biochemical Co., Ltd. undertakes to assume joint and several liabilities for Shandong Xiangrui Pharmacy Co., Ltd.’s indebtedness towards Bank of Communications under a Loan Agreement with Contract No.: S379110M120110186785.
ContractAgreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• As guarantor, Shandong Guangda Sun & Moon Grease Co., Ltd undertakes to assume joint and several liabilities for Shandong Xiangrui Pharmacy Co., Ltd.’s indebtedness towards Rural Cooperative Bank of Dongping, Shandong under a Loan Agreement with Contract No.: Shandong Dongping Nongcun Hezuo Yinhang Liu Jie Zi (2011 No. 0026) and a Loan Agreement with Contract No.: Shandong Dongping Nongcun Hezuo Yinhang Liu Jie Zi (2011 No. 0027).
Guarantee Contract entered by and between Runyin Bio-Chemical and Shenzhen Development Bank Jinan Branch, dated April 12, 2012, for a maximum of RMB 15 millionSMSA Treemont Acquisition Corp • May 15th, 2012 • Blank checks
¨ As guarantor, Runyin Bio-Chemical undertakes to assume joint and several liabilities for Shandong Xiangrui Pharmacy Co., Ltd’s indebtedness owed towards Shenzhen Development Bank Jinan Branch under an Total Credit Authorization Agreement of 100 million RMB with contract No.: 20120412004.
ContractKernels Purchase Agreement • July 20th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractLicense Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
• Pursuant to the contract entered on January 1, 2008, Ruixing Group licensed the Company to use the trademark owned by Ruixing Group with Trademark Numbers of 3481175, 4505548, name of Ruixing Pinghu and trademark logo of , from January 1, 2008 to January 1, 2018.
Guarantee Contract entered by and between Ruixing Group and Agriculture Development Bank of China, Dongping Branch, dated February 3, 2012, for a RMB 20 million loanSMSA Treemont Acquisition Corp • May 15th, 2012 • Blank checks
¨ As guarantor, Ruixing Group undertakes to assume joint and several liabilities for Shandong Xiangrui Pharmacy Co., Ltd’s indebtedness owed towards Agriculture Development Bank of China, Dongping Branch under an Acceptance Agreement with No.: 20123709230001.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
ContractAgreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
• Party B shall replace the goods within 7 days upon the delivery discrepancy. If Party B fails to replace within 7 days or delivers unqualified goods after the replacement, Party B shall pay 30% of the value of unqualified goods.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Pursuant to the contract Shandong Ruyin Bio-chemical Co., Ltd. supplies electricity to Shandong Xiangrui Pharmacy Co., Ltd.
Guarantor: Huang Lingfa ID: 370923196807181530 Mobile Phone No. 13953890782 Spouse: Ma Hong ID: 370923196902281521 Mobile Phone No. 1356381658821 Guarantee Agreement • July 20th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
To ensure the performance of the borrower’s obligations and the effectuation of the loaner’s rights under the Acceptance Agreement (Ref. 20113709230001) entered between and by the borrower and the loaner dated July 6 2011, the guarantor willing to offer his warranty as guarantee for the loaner. To clear rights and obligations of the parties, the guarantor and the loaner sign the guarantee contract equally and voluntarily, under the PRC Contract Law, the PRC Guarantee Law and other relevant laws and regulations.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
Guarantee Contract entered by and between Xuchun Wang and Shenzhen Development Bank Jinan Branch, dated April 12, 2012, for a maximum of RMB 15 million Maximum Guarantee Contract Shenzhen Development Bank, July 2009 versionSMSA Treemont Acquisition Corp • May 15th, 2012 • Blank checks
MANAGEMENT FEE PAYMENT AGREEMENTManagement Fee Payment Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
This Management Fee Payment Agreement (the “Agreement”) is entered into effective as of May 9, 2011 between the following parties in Dongping County, People’s Republic of China (the “PRC”).
Contract18 Acceptance Agreement • July 20th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
• The accept applicator should deposit the amount of the draft 10 days before the due date of the draft. The acceptor is entitled to take the money as draft amount directly for acceptance 1 day before the due date of the draft.
ContractKernels Purchase Agreement • July 20th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• As guarantor, Shandong Runyin Biochemical Co., Ltd. undertakes to assume joint and several liabilities for Shandong Xiangrui Pharmacy Co., Ltd.’s indebtedness towards Bank of Communications under a Loan Agreement with Contract No.: S379110M120100074328.
Loan Agreement between Shandong Xiangrui Pharmacy and China Merchants Bank Jinan Branch, dated on November 4, 2011, for RMB 10 millionLoan Agreement • March 30th, 2012 • SMSA Treemont Acquisition Corp • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
ContractLoan Agreement • July 20th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
• Lender is entitled to get the information such as Borrower’s operation, financial activities, inventory and loan usage. Lender could require disclosure of Borrower’s financial status.
