UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

 

FORM 8-K

______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 4, 2013

______________

 

American Jianye Greentech Holdings Ltd.

(Exact name of Company as specified in its charter)

______________

 

Nevada 000-53737 30-0679981

(State or other jurisdiction

 of incorporation)

(Commission

 File Number)

(IRS Employer

 Identification No.)

 

136-20 38th Ave. Unit 3G, Flushing, NY 11354

(Address of principal executive offices) (Zip Code)

 

718-395-8706

Company’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On October 31, 2013, we entered into an agreement with Jianye Wang, a director, pursuant to which we transferred to Mr. Wang all of our equity interest in Heilongjian New Jianye and it’s branches, Liaoning Greentech Co., Ltd. companies organized under the laws of the People Republic of China and Hong Kong Jianye Greentech. Company organized under the laws of Hong Kong in exchange for the cancellation by Mr. Wang of debt from us to him in the amount of $240,000. This transfer resulted from a decision that it is not in our best interest to continue to be engaged in the China cleanfuel business as a result of our decreasing revenue, continued losses and inability to raise capital for our business. The transfer was approved by our board of directors and stockholders. Stockholder approval was given by the written consent dated Oct. 31, 2013 of Haipeng Wang and Jianye Wang, who, together, hold approximately 61.55% of our outstanding common stock.

 

As a result of the transactions described under Item 5.01, we plan to focus on providing greentech products outside of China. Even though the company has disposed China branches, the company's new management will continue to expand the current green energy and technology business in the United States and globally, at the same time to explore many other green and renewable energy such as solar, wind power, sea power by signing licensing agreement or joint venture with other research institutes .

 



The new management is in negotiation with an established solar company to co-develop solar farm project in US, solar energy is by using Photovoltaic generating means to use the photovoltaic effect in the semiconducting material of Solar cells to straightly transfer the radiation to energy. Solar cell, the key-point, will form a large area of solar component after series connected and to collocate with power controller and inverter, finally, the photovoltaic power system formed.

By looking into the huge potential of the biomass to renewable energy, the new management is also in negotiation other US firms to co-develop biomass project in US, Biomass energy means to store solar energy in the biomass by the form of chemical energy. It could straightly or indirectly comes from photosynthesis of green plants, and could transfer into normal solid-state, liquid-state and gaseous state fuel. Biomass power is renewable energy that inexhaustible, and also the only one kind Carbon source could relive. According to the different resources, the available biomass could be divided into 5 kinds of resources: forest resources, agricultural resources, sewage and industrial organic wastewater, urban solid waste, and animal wastes. The most promising one is generated by the main fuel of straw. The calorific value of straw is equal to half of the Standard Calomel Electrode, and the average sulfur only 3/8%. So, the CO2 emission in the process during generating and will reach the carbon neutral with th3 CO2 inhalation during biomass renewing. That results in zero discharge that could mitigate the global warming problems, and is the potential key-point to solve it.

 

On November 1, 2013, Chu Li An and the Company entered into a loan agreement pursuant to which Ms. Chu agreed to lend us $100,000 initially with future loan amount up to $1,000,000, for which we would issue our 6% demand promissory note in the principal amount of $100,000. The $100,000 is scheduled to be advanced not later than November 30, 2013.

 

Item 5.01 Changes in Control of Registrant

Pursuant to agreements dated October 31, 2013 between the Chu Li An and each of Haipeng Wang and Jianye Wang, on October 31, 2013, the Chu Li An acquired, for nominal consideration, 8,000,000 shares of common stock from Mr. Jianye Wang and 12,778,399 shares of common stock from Mr. Heipeng Wang.

 

As a result of the transfer of shares to the Chu Li An, the Chu Li An acquired 20,778,399 shares of common stock, constituting 61.55% of the outstanding common stock. Chu Li An has the right to vote and dispose of the shares owned by the Chu Li An.

 

Item

5.02

Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On October 31, 2013, the board of directors elected Chu Li An as a director.

 

On October 31, 2013, Haipeng Wang, our Chaiman and a director, and Jianye Wang, a director, resigned as directors. Their resignations did not result from any dispute with the Company.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Stockholder approval for the transfer of stock in Heilongjian New Jianye and it’s branches, Liaoning Greentech Co., Ltd. and Hong Kong Jianye Greentech was given by the written consent dated October 31, 2013 of Mr. Heipeng Wang and Mr. Jianye Wang who, together, held 61.55% of our outstanding common stock.

 

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1 Agreement dated  October 31, 2013, between the Chu Li An and Jianye Wang
99.2 Agreement dated October 31, 2013, between the Chu Li An and Haipeng Wang
99.3 Agreement dated October 31, 2013, between the Company and Jianye Wang
99.4 Loan Agreement dated November 1, 2013, between the Company and the Chu Li An
99.5 Note from the Company to Chu Li An

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN JIANYE GREENTECH HOLDINGS LTD.
   
Date: November 4, 2013  By: /s/ Chu Li An
    Chu Li An
Chief Executive Officer

 

 

Exhibit 99.1

 

AGREEMENT

AGREEMENT, dated the 31 th day of October, 2013, by and among between Jianye Wang, a/k/a Jianye Wang, (“Seller”) and Chu Li An (“Purchaser”).

 

W I T N E S S E T H:

WHEREAS, Seller owns 8,000,000 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of American Jianye Greentech Holdings Ltd. a Nevada corporation (the “Company”), together with any additional notes or other evidences of indebtedness which may be issued to Seller subsequent to October, 2013 (the “Notes,” and, together with the Shares, the “Securities”); and

 

WHEREAS, Purchaser desires to purchase the Securities from Seller, and Seller desires to sell the Securities to Purchaser on and subject to the terms of this Agreement;

 

WHEREFORE, the parties agree as follows:

 

1. Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the Securities (which represent all of Seller’s equity and debt interest in the Company) for a purchase price of $300 (the “Purchase Price”). The Purchase Price will be paid by wire transfer to the account designated by Seller on Exhibit A to this Agreement upon the execution of this Agreement and the delivery of the Securities to Purchaser, but not later than two business days after such delivery.

 

2. Purchaser hereby represents and warrants to Seller as follows:

 

(a) Purchaser has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed and delivered by Purchaser and creates a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

 

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Purchaser or any agreement to which Purchaser is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Purchaser is bound or affected.

 

(c) Purchaser is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). Purchaser understands that the Securities are restricted securities, as defined in Rule 144 of the Commission under the Securities Act. Purchaser meets the test for an accredited investors as set forth on Exhibit B to this Agreement.

 

(d) Purchaser has such knowledge, business and investment experience that Purchaser is fully capable of understanding the merits and risks associated with an investment in the Securities.

 

(e) Purchaser understands that Seller is relying upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties and agreements set forth in this Agreement in order to determine the eligibility of Purchaser to acquire the Shares, and Purchaser acknowledges that it is are not relying on any representation or warranty by any Seller except as expressly set forth in the Agreement.

 

(f) In purchasing the Securities, Purchaser is relying on its own due diligence investigation concerning the Company and understands that Seller is making no representations as to the Company, its business, properties or prospects.

 

3. Seller represents and warrants to Purchaser as follows:

 

(a) Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

 

(b) Seller is the beneficial and record owner of the Securities, subject to no lien, security interest, judgment, spousal right, option or right or any encumbrance of any kind and description on behalf of any person.

 

(c) The Shares have been duly and validly authorized and issued, fully paid and non-assessable and were issued pursuant to an exemption from registration under the Securities Act provided by Section 4(2) of the Securities Act. The Notes constitute the valid and binding obligations of the Company, enforceable in accordance with their terms.

 

(d) Seller owns no shares of Common Stock or notes or other evidences of indebtedness of the Company other than the Shares and the Notes. In the event that Seller owns or otherwise acquires additional shares of Common Stock or notes or other evidences of indebtedness or other equity securities of the Company, Seller shall promptly transfer such securities to Purchaser for no additional consideration.

 

(e) This Agreement has been executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

 

(f) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Seller or any agreement to which Seller is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Seller is bound or affected.

 

(g) Seller is not in possession of any material nonpublic information regarding the Company.

 

(h) Seller understands that Purchaser is relying upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties and agreements of Seller set forth herein and Seller acknowledges that it is not relying on any representation or warranty by Purchaser except as expressly set forth in this Agreement.

 

4. Seller shall hold Purchaser harmless for any commission and/or fees agreed to be paid by Seller to any broker, finder or other person or entity acting or purporting to act in a similar capacity engaged by Sellers. Purchaser shall hold Sellers harmless for any commission and/or fees agreed to be paid by Purchaser to any broker, finder or other person or entity acting or purporting to act in a similar capacity.

 

5. In consideration for the payment by the Purchaser of the Purchase Price and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller does hereby release and discharge the Purchaser, the Company, its officers, directors, counsel and employees and their respective heirs, executors, administrators, successors and assigns from any and all actions, causes of action, suits, debts, sums of money, accounts, reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts, controversies, agreements, liabilities, obligations, undertakings, promises, damages, claims and demands whatsoever, in law, admiralty or equity which against them or any of them Seller and his heirs, executors and administrators ever had, now have or in the future can, shall or may have, for, upon or by reason or any matter, cause or thing arising from the beginning of the world to the date of this Release, except for the Purchaser’s obligations this Agreement.

 

6. This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to contracts executed and to be performed wholly within such State without regard to principles of conflicts of law. Each party hereby (a) consents to the exclusive jurisdiction of the United States district court for the Southern District of New York and Supreme Court of the State of New York in the County of New York in any action relating to or arising out of this Agreement, (b) agrees that any process in any action commenced in such court under this Agreement may be served upon either (i) by certified or registered mail, return receipt requested, or by messenger or overnight courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in New York City or (ii) by any other method of service permitted by law and (c) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense or lack of in personam jurisdiction with respect thereto. In the event of any litigation arising from this Agreement, the prevailing party shall be entitled to reasonable attorneys fees if such party substantially prevails on all the issues in dispute.

 

7. ALL PARTIES HERETO AGREE THAT THEY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

8. The representations and warranties contained herein shall survive the closing of the sale of the Securities pursuant to this Agreement.

 

9. Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when delivered, to the parties at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by e-mail or telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.

 

10. This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

 

11. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

Address, e-mail, telecopier no. Signature  
     
e-mail: /s/Jianye Wang  
Fax: Jianye Wang  

 

Taiwan, ROC

   
e-mail: chulian99@gmailcom      
Fax: By: /s/ Chu Li An  
    Chu Li An  

 

Exhibit A

 

Seller’s Wire Transfer Instructions

 

Exhibit B

For Individual Investors Only

(all Individual Investors must INITIAL where appropriate):

Initial     I have a net worth or joint net worth with my spouse, that, at the time of this purchase, exceeds $1,000,000 ( PLEASE NOTE : In calculating net worth, you include all of your assets (other than your primary residence), whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than indebtedness secured by your primary residence, up to the estimated fair market value of the primary residence, unless the borrowing occurs in the 60 days preceding the purchase of the Shares and is not in connection with the acquisition of the primary residence, in which case, the debt secured by the primary residence must be treated as a liability in the net worth calculation.). In the event any incremental mortgage or other indebtedness secured by your primary residence occurs in the 60 days preceding the date of the purchase of the Interests, the incremental borrowing must be treated as a liability and deducted from your net worth even though the value of your primary residence will not be included as an asset. Further, the amount of any mortgage or other indebtedness secured by your primary residence that exceeds the fair market value of the residence should also be deducted from your net worth regardless of whether it is a recourse or non-recourse obligation);
     
Initial X   I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
     
Initial X   I am a director or executive officer of American Jianye Greentech Holdings, Ltd.
     

 

Exhibit 99.2

 

AGREEMENT

AGREEMENT, dated the 31 th day of October, 2013, by and among between Haipeng Wang, (“Seller”) and Chu Li An (“Purchaser”).

 

W I T N E S S E T H:

WHEREAS, Seller owns 12,778,399 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of American Jianye Greentech Holdings Ltd., a Nevada corporation (the “Company”), together with any additional notes or other evidences of indebtedness which may be issued to Seller subsequent to October, 2013 (the “Notes,” and, together with the Shares, the “Securities”); and

 

WHEREAS, Purchaser desires to purchase the Securities from Seller, and Seller desires to sell the Securities to Purchaser on and subject to the terms of this Agreement;

 

WHEREFORE, the parties agree as follows:

 

1. Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the Securities (which represent all of Seller’s equity and debt interest in the Company) for a purchase price of $300 (the “Purchase Price”). The Purchase Price will be paid by wire transfer to the account designated by Seller on Exhibit A to this Agreement upon the execution of this Agreement and the delivery of the Securities to Purchaser, but not later than two business days after such delivery.

 

2. Purchaser hereby represents and warrants to Seller as follows:

 

(a) Purchaser has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed and delivered by Purchaser and creates a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

 

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Purchaser or any agreement to which Purchaser is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Purchaser is bound or affected.

 

(c) Purchaser is an “accredited investor” as that term is defined in Rule 501 of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). Purchaser understands that the Securities are restricted securities, as defined in Rule 144 of the Commission under the Securities Act. Purchaser meets the test for an accredited investors as set forth on Exhibit B to this Agreement.

 

(d) Purchaser has such knowledge, business and investment experience that Purchaser is fully capable of understanding the merits and risks associated with an investment in the Securities.

 

(e) Purchaser understands that Seller is relying upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties and agreements set forth in this Agreement in order to determine the eligibility of Purchaser to acquire the Shares, and Purchaser acknowledges that it is are not relying on any representation or warranty by any Seller except as expressly set forth in the Agreement.

 

(f) In purchasing the Securities, Purchaser is relying on its own due diligence investigation concerning the Company and understands that Seller is making no representations as to the Company, its business, properties or prospects.

 

3. Seller represents and warrants to Purchaser as follows:

 

(a) Seller has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

 

(b) Seller is the beneficial and record owner of the Securities, subject to no lien, security interest, judgment, spousal right, option or right or any encumbrance of any kind and description on behalf of any person.

 

(c) The Shares have been duly and validly authorized and issued, fully paid and non-assessable and were issued pursuant to an exemption from registration under the Securities Act provided by Section 4(2) of the Securities Act. The Notes constitute the valid and binding obligations of the Company, enforceable in accordance with their terms.

 

(d) Seller owns no shares of Common Stock or notes or other evidences of indebtedness of the Company other than the Shares and the Notes. In the event that Seller owns or otherwise acquires additional shares of Common Stock or notes or other evidences of indebtedness or other equity securities of the Company, Seller shall promptly transfer such securities to Purchaser for no additional consideration. Purchaser understands that Seller has cancelled indebtedness of the Company to her in the principal amount of $100,000 pursuant to an agreement with the Company dated the date of this Agreement.

 

(e) This Agreement has been executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

 

(f) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not conflict with or violate any law, regulation, court order, judgment or decree applicable to Seller or any agreement to which Seller is a party, or, in the case of any such law, regulation, court order, judgment, decree or agreement, by which the property of Seller is bound or affected.

 

(g) Seller is not in possession of any material nonpublic information regarding the Company.

 

(h) Seller understands that Purchaser is relying upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties and agreements of Seller set forth herein and Seller acknowledges that it is not relying on any representation or warranty by Purchaser except as expressly set forth in this Agreement.

 

4. Seller shall hold Purchaser harmless for any commission and/or fees agreed to be paid by Seller to any broker, finder or other person or entity acting or purporting to act in a similar capacity engaged by Sellers. Purchaser shall hold Sellers harmless for any commission and/or fees agreed to be paid by Purchaser to any broker, finder or other person or entity acting or purporting to act in a similar capacity.

 

5. In consideration for the payment by the Purchaser of the Purchase Price and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller does hereby release and discharge the Purchaser, the Company, its officers, directors, counsel and employees and their respective heirs, executors, administrators, successors and assigns from any and all actions, causes of action, suits, debts, sums of money, accounts, reckonings, notes, bonds, warrants, bills, specialties, covenants, contracts, controversies, agreements, liabilities, obligations, undertakings, promises, damages, claims and demands whatsoever, in law, admiralty or equity which against them or any of them Seller and her heirs, executors and administrators ever had, now have or in the future can, shall or may have, for, upon or by reason or any matter, cause or thing arising from the beginning of the world to the date of this Release, except for the Purchaser’s obligations this Agreement.

 

6. This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to contracts executed and to be performed wholly within such State without regard to principles of conflicts of law. Each party hereby (a) consents to the exclusive jurisdiction of the United States district court for the Southern District of New York and Supreme Court of the State of New York in the County of New York in any action relating to or arising out of this Agreement, (b) agrees that any process in any action commenced in such court under this Agreement may be served upon either (i) by certified or registered mail, return receipt requested, or by messenger or overnight courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in New York City or (ii) by any other method of service permitted by law and (c) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense or lack of in personam jurisdiction with respect thereto. In the event of any litigation arising from this Agreement, the prevailing party shall be entitled to reasonable attorneys fees if such party substantially prevails on all the issues in dispute.

 

7. ALL PARTIES HERETO AGREE THAT THEY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

8. The representations and warranties contained herein shall survive the closing of the sale of the Securities pursuant to this Agreement.

 

9. Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when delivered, to the parties at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by e-mail or telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.

 

10. This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

 

11. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

Address, e-mail, telecopier no. Signature  
     
e-mail: /s/ Haipeng Wang  
Fax: Haipeng Wang  
     
e-mail: chulian99@gmail.com      
Fax: By: /s/ Chu Li An  
    Chu Li An  

Exhibit A

 

Seller’s Wire Transfer Instructions

 

Exhibit B

For Individual Investors Only

(all Individual Investors must INITIAL where appropriate):

Initial     I have a net worth or joint net worth with my spouse, that, at the time of this purchase, exceeds $1,000,000 ( PLEASE NOTE : In calculating net worth, you include all of your assets (other than your primary residence), whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than indebtedness secured by your primary residence, up to the estimated fair market value of the primary residence, unless the borrowing occurs in the 60 days preceding the purchase of the Shares and is not in connection with the acquisition of the primary residence, in which case, the debt secured by the primary residence must be treated as a liability in the net worth calculation.). In the event any incremental mortgage or other indebtedness secured by your primary residence occurs in the 60 days preceding the date of the purchase of the Interests, the incremental borrowing must be treated as a liability and deducted from your net worth even though the value of your primary residence will not be included as an asset. Further, the amount of any mortgage or other indebtedness secured by your primary residence that exceeds the fair market value of the residence should also be deducted from your net worth regardless of whether it is a recourse or non-recourse obligation);
     
Initial X   I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
     
Initial X   I am a director or shareholder of American Jianye Greentech Holdings Ltd.
     

 

Exhibit 99.3

 

AGREEMENT

AGREEMENT, dated as of the 31 th day of October, 2013, by and among between Americna Jianye Greentech Holdings Ltd., a Nevada corporation (“AJGH”) and Jianye Wang (Wangs).

 

W I T N E S S E T H:

WHEREAS, AJGH is indebted to Wangs in the amount of $240,000 ; and

 

WHEREAS, AJGH desires to dispose of the capital stock of Heilongjian New Jianye and it’s branches, Liaoning Greentech Co., Ltd. companies organized under the laws of the People Republic of China and Hong Kong Jianye Greentech. Company organized under the laws of Hong Kong.

 

WHEREAS, Wangs desires to acquire AJGH’s interest in the Subsidiaries in exchange for cancellation of $ 240,000 principal amount of indebtedness due by AJGH;

 

WHEREFORE, the parties agree as follows:

 

1. AJGH shall transfer and convey to Wangs all of its right, title and interest in and to the capital stock of the Subsidiaries in exchange for cancellation of $240,000 of indebtedness from AJGH, and Wangs agrees to the cancellation of such indebtedness.

 

2. Wangs by executing this agreement, hereby cancels and waives any right he may have to $240,000 principal amount of indebtedness, plus accrued interest, if any, due to her from AJGH.

 

3. AJGH represents and warrants to Wangs as follows:

 

(a) AJGH has the full power and authority to enter into this Agreement and to carry out its obligations hereunder.

 

(b) AJGH is the beneficial and record owner of the stock or other equity interest in the Subsidiaries, subject to no lien, security interest, judgment, spousal right, option or right or any encumbrance of any kind and description on behalf of any person.

 

4. AJGH shall hold Wangs harmless for any commission and/or fees agreed to be paid by AJGH to any broker, finder or other person or entity acting or purporting to act in a similar capacity engaged by AJGH. Wangs shall hold AJGH harmless for any commission and/or fees agreed to be paid by Wangs to any broker, finder or other person or entity acting or purporting to act in a similar capacity.

 

5. This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the Republic of China.

 

6. ALL PARTIES HERETO AGREE THAT THEY IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

7. The representations and warranties contained herein shall terminate upon the delivery to Wangs of AJGH’s interest in the Subsidiaries.

 

8. Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested, postage prepaid, and shall be deemed given when delivered, to the parties at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by e-mail or telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.

 

9. This Agreement may be executed by facsimile or scanned document via email in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement.

 

10. This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

IN WITNESS WHEREOF, this Agreement is executed the day and year first above written.

Address, e-mail, telecopier no. Signature  
136-20 38 th Ave. #3G, Flushing, NY 11354 American Jianye Greentech Holdings, Ltd.  
e-mail: chulian99@gmail.com By: /s/ Chu Li An  
Fax:   Chu Li An  
       
    /s/ Haipeng Wang  
    Haipeng Wang  

 

Exhibit 99.4

 

Jenus Int’l Financial Group Ltd.

3c, Xinglong Building, Nanfu Rd. Luohu Dist,

Shenzhen, Guangdong, China P.R.O.C.

 

Nov. 1, 2013

 

American Jianye Greentech Holdings, Ltd.

136-20 38 th Ave. #3G

Flushing, NY 11354

Re: Loan Agreement

 

Ladies and Gentlemen:

 

This letter agreement (the “Agreement”) shall set forth the terms pursuant to which Chu Li An (the “Lender”) will advance funds to American Jianye Greentech Holdings, Ltd. (the “Company”).

 

1. Lender will lend the Company with initial amount of $100,000 which can be increased to $1,000,000 up to the lender, those money can be used to pay operating expenses as approved by AJGH. The funds will be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”), dated the date of this Agreement, among the Lender and the Company. Pursuant to the Escrow Agreement, any disbursement from escrow shall require the approval of the Lender, and the Company shall have no authority to authorize any payment from escrow. The Company shall have no right to any funds held in escrow until and unless the disbursement of such funds is authorized by the Lender.

 

2. Contemporaneously with the initial payment into escrow, the Company will execute and deliver to the Lender its 6% demand promissory note (the “Note”) in the form of Exhibit A to this Agreement in the principal amount of $100,000. The Lender shall make notations on the Note to reflect advances made to the escrow account, payments by the Company and accrued interest.

 

3. The Company represents and warrants to Lender that:

 

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has full legal right, power and authority to execute, deliver and perform its obligations under the Credit Documents. The “Credit Documents” shall mean this Agreement, the Note, the Escrow Agreement and any other instruments or documents executed by the Company in connection with the loan being made pursuant to this Agreement.

 

(b) The execution, delivery and performance of the Credit Documents by the Company do not and will not require (i) any consent of any other person or (ii) any consent, license, permit, authorization or other approval of any court, arbitrator, administrative agency or other governmental authority, or any notice to, exemption by, any registration, declaration or filing with or the taking of any other action in respect of, any such court, arbitrator, administrative agency or other governmental authority.

 

(c) Neither execution or delivery of any Credit Document, nor the fulfillment of or compliance with its terms and provisions will (i) violate any the articles of incorporation of the Company or (ii) conflict with or result in a breach of the terms, conditions or provisions of, or cause a default under, any material agreement, instrument, franchise, license or concession to which the Company (or any of its subsidiaries) is a party or bound, other than those conflicts, breaches or defaults, if any, which would not reasonably be expected to result in any material adverse change in the Company’s business, prospects or financial condition.

 

(d) Each Credit Document has been duly and validly executed, issued and delivered by the Company, is in proper legal form for prompt enforcement and is are the valid and legally binding obligations of the Company, enforceable in accordance with their terms, except to the extent limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws relating to or affecting the rights of creditors generally, and (b) the exercise of judicial discretion in accordance with general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

 

4. The Company shall promptly execute and deliver (or cause to be executed and delivered), at the Company’s expense, any and all other and further instruments which may be reasonably requested by the Lender to cure any defect in the execution and delivery of any Credit Document or more fully to describe particular aspects of the agreements and undertakings set forth in the Credit Documents.

 

5. In the event that the Company fails to pay the Note upon demand, the Lender shall have the right to enforce or avail itself of any and all powers, rights and remedies available at law or provided in this Agreement, the Note, the other Credit Documents.

 

6. Notwithstanding any provision to the contrary contained in any Credit Document, it is expressly provided that in no case or event shall the aggregate of any amounts accrued or paid pursuant to this Agreement which under applicable laws are or may be deemed to constitute interest ever exceed the maximum non-usurious interest rate permitted by applicable state or federal laws. In this connection, the Company and the Lender stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. In furtherance thereof, none of the terms of this Agreement shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum rate permitted by applicable laws. The Company shall ever be liable for interest in excess of the maximum rate permitted by applicable laws. If, for any reason whatever, such interest paid or received during the full term of the applicable indebtedness produces a rate which exceeds the maximum rate permitted by applicable laws, the Lender shall credit against the principal of such indebtedness (or, if such indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the maximum rate permitted by applicable laws. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of money shall, to the extent required to avoid or minimize usury and to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the applicable Indebtedness so that the interest rate does not exceed the maximum rate at which interest may legally be charged. The provisions of this Section 8 shall control all agreements, whether now or hereafter existing and whether written or oral, between the Company and the Lender.

 

7. Each written instrument required by this Agreement, the Note or the other Credit Documents to be furnished to the Lender shall be duly executed by the person or persons specified (or where no particular person is specified, by such person as Lender shall require), duly acknowledged where reasonably required by the Lender and, in the case of affidavits and similar sworn instruments, duly sworn to and subscribed before a notary public duly authorized to act by governmental authority; shall be furnished to the Lender in one or more copies as required by the Lender; and shall in all respects be in form and substance satisfactory to the Lender and to its legal counsel.

 

8. All covenants, agreements, representations and warranties made by the Company in this Agreement, the Note, the other Credit Documents and any other document executed pursuant hereto or in connection herewith, and in any certificates or other documents or instruments delivered pursuant to this Agreement, the Note, the other Credit Documents or any other document executed pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the Note, the other Credit Documents and the other documents executed pursuant hereto or in connection herewith, and shall continue in full force and effect until full payment of the indebtedness evidenced by the Note and/or secured by the Credit Documents, complete performance of all of the obligations of the Company under this Agreement and final termination of the Lender’s obligations, if any, to make any further advances under the Note or to provide any other financial accommodation to the Company or any of its Subsidiaries ( provided , however , that all reimbursement obligations, indemnification and hold harmless obligations and other similar obligations of the Company under any of the Credit Documents shall survive such payment, performance and termination). All such covenants, agreements, representations and warranties shall be binding upon the respective successors and assigns of the Company, but any attempted assignment of any rights of the Company hereunder without the prior written consent of the Lender shall be null and void. The Lender may, without consent of any other party, cause one or more of its affiliates to carry out all or part of the transactions contemplated hereby and otherwise assign any of its rights and obligations hereunder to any such party, so long as such affiliate is a direct or indirect subsidiary of the Lender, and the Lender may designate another party to make any advances under this Agreement subsequent to the initial advance made pursuant to this Agreement.

 

9. To the extent not prohibited by applicable law and except as otherwise expressly limited herein, the Company will pay all of the following costs and expenses and reimburse the Lender for any and all of the following expenditures incurred or expended from time to time, regardless of whether a Default or an Event of Default shall have occurred, in connection with all reasonable out-of-pocket costs and expenses for the preparation, negotiation, documentation, closing, renewal, revision, modification, increase, review or restructuring of any loan or credit facility pursuant to the Credit Documents.

 

10. The Lender shall have the right, in its sole discretion, to assign any of its rights under the Note or any other Credit Document, without the consent of the Company.

 

11. This Agreement, together with the Credit Documents, constitutes the entire agreement of the parties, superseding any and all prior or contemporaneous written or oral agreements, understandings or letters of intent with respect to the subject matter of this Agreement. This Agreement may not be modified or amended nor may any right under this Agreement be waived except by a written instrument which expressly refers to this Agreement, states that it is an amendment, modification or waiver and is signed by all parties in the case of an amendment or modification or by the party granting the waiver, in the case of a waiver. Any waiver or consent with respect to this Agreement shall be effective only in the specific instance and for the specific purpose for which given. The Lender’s exercise of any right, benefit or privilege under any of the Credit Documents or any other papers or at law or in equity shall not preclude the concurrent or subsequent exercise of Lender’s other present or future rights, benefits or privileges. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law, the Credit Documents or any other papers. No failure by the Lender to exercise, and no delay in exercising, any right under any Credit Document or any other papers shall operate as a waiver thereof.

 

12. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service which provides evidence of delivery or attempted delivery or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties at the addresses shown on the signature page of this Agreement to the attention of the person who executed this Agreement on behalf of such party, and if so given, shall be deemed given on the date of delivery or attempted delivery. Notice may also be given by telecopier or e-mail to the number or e-mail set forth on the signature page provided that the recipient acknowledges receipt of the telecopier or e-mail. Any address for notice or telecopier or e-mail may be changed at any time and from time to time, but only after ten (10) days’ advance written notice to the other party and shall be the most recent such address furnished in writing by the applicable party to the other party hereto. Actual notice, however and from whomever given or received, shall always be effective when received. Whenever (and if) notice by telecopy by the Company is permitted hereunder, it is intended for the convenience of the Company, and the Lender may rely on, and shall not be liable for acting (or refraining from acting) upon, any notice, instruction or request purporting to have been signed or presented by the proper party unless such action (or refraining from action) constitutes gross negligence or willful misconduct.

 

13. This Agreement and the other Credit Documents are shall be governed in accordance with the laws of the State of New York applicable to agreements entered and to be performed wholly within such State, without regard to principles of conflicts of laws. Any legal proceeding in respect of this Agreement or the other Credit Documents shall be brought exclusively in the state or federal courts in New York County, New York (collectively, the “ Specified Courts ”), to the exclusion of all other venues. The Company and the Lender hereby irrevocably submit to the exclusive jurisdiction of such state and federal courts of the State of New York. The Company and the Lender hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Credit Document brought in any Specified Court, and hereby further irrevocably waives any claims that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Lender further irrevocably consent to the service of process out of any of the Specified Courts in any such suit, action or proceeding in the manner set forth in Section 13 (other than by telecopier) or in any other manner permitted by law. The Company and the Lender agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

14. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and this Agreement shall be liberally construed so as to carry out the intent of the parties to it. Each waiver in this Agreement is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against the Lender.

15. This Agreement may be executed in several identical counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument.

 

16. THE COMPANY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE COMPANY MAY HAVE TO CLAIM OR RECOVER FROM THE LENDER IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES

 

17. EACH OF THE COMPANY AND THE LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY THE COMPANY AND THE LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE COMPANY AND THE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE COMPANY AND THE LENDER.

 

18. The Lender hereby notifies the Company that, pursuant to the requirements of Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of 2001 (Public Law 107–56) and regulations promulgated thereunder, the Lender is or may be required to obtain, verify and record information that identifies the Company, including without limitation the name, address and identification number of the Company.

 

19. THIS AGREEMENT, THE NOTE AND THE OTHER CREDIT DOCUMENTS AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY THE COMPANY AND THE LENDER OR BY ANY OBLIGOR IN FAVOR OF THE LENDER SUBSTANTIALLY CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE COMPANY AND THE LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE COMPANY AND THE LENDER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE COMPANY AND THE LENDER.

 

IN WITNESS WHEREOF, the parties have executed this Agreement this 1st day of November, 2013.

Address, telecopier no. and email Signature  
136-20 38 th Ave. #3G American Jianye Greentech Holdings, Ltd.  
Flushing, NY 11354    
e-mail:chulian99@gmail.com By: /s/ Chu Li An  
Fax:   Chu Li An, CEO  
       
     
e-mail: chulian99@gmail.com      
Fax: By: /s/ Chu Li An  
    Chu Li An  

 

Exhibit 99.5

 

6% PROMISSORY NOTE

Flushing, NY 11354

$100,000.00 Nov. 1 , 2013

FOR VALUE RECEIVED, American Jianye Greentech Ltd. a Nevada corporation (the “Borrower”), promises to pay to the order of Chu Li An (the “Lender”) on the demand, by wire transfer in accordance with written instruction from the Lender, in immediately available funds and in lawful money of the United States of America, the unpaid balance of all principal advanced against this Note in the principal amount of up to $100,000, together with interest as hereinafter provided. Subject to Section 4 of this Note, the outstanding principal balance of this Note shall bear interest on and after the date of this Note at the rate of 6% per annum; provided , that in the event that this Note shall not be paid on demand, all principal outstanding under this Note shall bear interest at the Default Rate from and after the date on which payment was demanded. All interest will be computed on the basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including the first day but excluding the last day) occurring in the period for which interest is payable.

 

1. Definitions . As used in this Note, the following terms shall have the respective meanings indicated:

 

(a) “ Ceiling Rate ” shall mean the maximum rate of interest which may be legally collected on this Note.

 

(b) “ Credit Documents ” means any and all papers now or hereafter governing, evidencing, guaranteeing or securing or otherwise relating to all or any part of the Obligations, including the Note, the Loan Agreement, all instruments, certificates and agreements now or hereafter executed or delivered to the Lender pursuant to any of the foregoing or in connection with the Loan or any commitment regarding the Loan, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

 

(c) “ Default Rate ” means, on any day, a rate per annum equal to the lesser of (a) fifteen percent (15%) per annum, or (b) the Ceiling Rate.

 

(d) “ Loan ” means the loan from Lender to the Borrower with respect to which this Note is issued.

 

(e) “ Loan Agreement ” means the loan agreement dated Oct. , 2013 between the Lender and the Borrower pursuant to which this Note is issued.

 

(f) “ Obligations ” means the indebtedness evidenced by this Note and other sums payable to the Lender by the Borrower under any of the Credit Documents, together with performance of all other obligations, liabilities and Indebtedness of the Borrower to the Lender under any one or more of the Credit Documents, including all fees, costs, expenses and indemnity obligations under this Note and all other Credit Documents.

 

2. This Note is issued in the principal amount of $100,000, which represents the maximum amount being lent to the Borrower pursuant to the Loan Agreement. Schedule A to this Note sets forth each advance made pursuant to the Loan Agreement and each payment of principal and interest made by the Borrower to the Lender. Any payments on account of the Loan shall be applied first to interest and then to principal. The principal amount due as set forth on said Schedule A shall be final, binding and conclusive, absent manifest error.

 

3. THE BORROWER AND THE LENDER, BY ACCEPTING THIS NOTE, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND THE LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE BORROWER AND THE LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS NOTE IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE BORROWER AND THE LENDER.

 

4. Notwithstanding any provision to the contrary contained in this Note or any Credit Document, it is expressly provided that in no case or event shall the aggregate of any amounts accrued or paid pursuant to this Note or any Credit Document which under applicable laws are or may be deemed to constitute interest ever exceed the Ceiling Rate. In this connection, the Borrower and the Lender stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. In furtherance thereof, none of the terms of this Note or any Credit Document shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the maximum rate permitted by applicable laws. Borrower shall never be liable for interest in excess of the maximum rate permitted by applicable laws. If, for any reason whatever, such interest paid or received during the full term of the applicable indebtedness produces a rate which exceeds the maximum rate permitted by applicable laws, the Lender shall credit against the principal of such indebtedness (or, if such indebtedness shall have been paid in full, shall refund to the pay or of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the Ceiling Rate. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of money shall, to the extent required to avoid or minimize usury and to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the applicable indebtedness so that the interest rate does not exceed the Ceiling Rate. The provisions of this Section 4 shall control all agreements, whether now or hereafter existing and whether written or oral, between the Borrower and the Lender.

 

5. This Note and all the covenants and agreements contained herein shall be binding upon, and shall inure to the benefit of, the respective legal representatives, heirs, successors and assigns of the Borrower and the Lender. The Lender may, without consent of the Borrower, assign any of its rights and obligations as provided in the Loan Agreement.

 

6. THIS NOTE AND ALL OTHER CREDIT DOCUMENTS EXECUTED BY ANY OF THE PARTIES SUBSTANTIALLY CONCURRENTLY HEREWITH TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE BORROWER AND THE LENDER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE BORROWER AND THE LENDER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE BORROWER AND THE LENDER.

  American Jianye Greentech Holdings, Ltd.  
       
  By: /s/ Chu Li An  
    Chu Li An, CEO  

Schedule A

Schedule of Advances and Payments

 

Date Advance Interest Payment Principal Payment Balance Due