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.
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.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • 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 • 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.
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).
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.
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.
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.
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”).
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.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• 5% of the amount would be paid by Party A before the starting of the IC reactor and after the IC reactor was installed by Party B.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Pursuant to the contract entered on January 1, 2009, Ruixing Group licensed the Company to use the patent owned by Ruixing Group with a Patent Number of ZL 200320121543.6 and name of Upflow Anaerobic Sludge Blanket.
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENTExclusive Equity Interest Purchase Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
This Exclusive Equity Interest Purchase Agreement (the “Agreement”) is entered into by and among the following parties effective as of May 9, 2011.
ContractPurchase Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
This Equity Interest Pledge Agreement (the “Agreement”) is entered into by and between the following Parties effective as of May 9, 2011.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
ContractAgreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractAgreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
EXCLUSIVE TECHNICAL AND CONSULTING SERVICE AGREEMENTExclusive Technical and Consulting Service Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
This Exclusive Technical and Consulting Service Agreement (the “Agreement”) is made and entered into effective as of May 9, 2011 between the following parties:
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• As mortgagor, Shandong Runyin Biochemical Co., Ltd. provide mortgage guarantee of land lots, houses and machinery equipments which evaluated as RMB 23,110,000 temporarily for securing the Company’s debt under the Loan Agreement (Ref: (Shan Dong Dong Ping Nong Cun He Zuo Yin Hang) Liu Jie Zi (2010) No. 0025).
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Pursuant to the contract Shandong Xiangrui Pharmacy Co., Ltd. supplies electricity to Shandong Xinrui Chemical Devices Co., Ltd.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• Pursuant to the contract Shandong Ruyin Bio-chemical Co., Ltd. supplies auxiliary material to Shandong Xiangrui Pharmacy Co., Ltd.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
ContractTransportation Vehicle Lease Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
• As guarantor, Xuchun Wang 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.
SHARE EXCHANGE AGREEMENT by and among SMSA TREEMONT ACQUISITION CORP. XIANGRUI PHARMACEUTICAL INTERNATIONAL LIMITED and THE SOLE SHAREHOLDER OF XIANGRUI PHARMACEUTICAL INTERNATIONAL LIMITED Dated as of May 13, 2011Share Exchange Agreement • May 16th, 2011 • SMSA Treemont Acquisition Corp • Blank checks • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 13, 2011, is by and among SMSA Treemont Acquisition Corp., a Nevada corporation (“SMSA”), Xiangrui Pharmaceutical International Limited, a British Virgin Islands company (“Xiangrui”), and the sole shareholder of Xiangrui, Mr. Chongxin Xu (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.
ContractSMSA Treemont Acquisition Corp • May 16th, 2011 • Blank checks
According to the provisions of the Labor Law and Labor Contract Law of the People’s Republic of China and as well as relevant laws and regulations, the Parties enter into this contract on the base of equality, voluntaries and consensus and accordingly comply with the following terms and conditions.
