Attached files

file filename
8-K - TRANSAX INTERNATIONAL LIMITED FORM 8-K DATED DECEMBER 30, 2011 - Big Tree Group, Inc.tnsx8-k.htm
EX-10.34 - OPTION AGREEMENT DATED DECEMBER 29, 2011 BETWEEN LINS (HK) INT?S TRADING LIMITED AND CERTAIN SHAREHOLDERS OF BIG TREE INTERNATIONAL CO., LTD.. - Big Tree Group, Inc.exh10-34.htm
EX-10.33 - STOCK TRANSFER AGREEMENT DATED JULY 5, 2011 BETWEEN THE SHAREHOLDERS OF SHANTOU BIG TREE TOYS CO., LTD. AND BIG TREE INTERNATIONAL CO., LTD. - Big Tree Group, Inc.exh10-33.htm
EX-10.35 - SHARE EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED, BIG TREE INTERNATIONAL CO., LTD., AND LINS (HK) INT?L TRADING LIMITED. - Big Tree Group, Inc.exh10-35.htm
EX-10.36 - BILL OF SALE AND ASSIGNMENT DATED DECEMBER 30, 2011 BETWEEN STEPHEN WALTERS AND CHINA DIRECT INVESTMENTS, INC. - Big Tree Group, Inc.exh10-36.htm
EX-10.37 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN CHINA DIRECT INVESTMENTS, INC. AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-37.htm
EX-10.39 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN CARLINGFORD INVESTMENTS LIMITED AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-39.htm
EX-10.38 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN STEPHEN WALTERS AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-38.htm
EX-10.42 - STOCK OPTION TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND LAURIE BEWES. - Big Tree Group, Inc.exh10-42.htm
EX-10.43 - STOCK OPTION TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND STEPHEN WALTERS. - Big Tree Group, Inc.exh10-43.htm
EX-10.40 - DEBT EXCHANGE AGREEMENT DATED DECEMBER 30, 2011 BETWEEN CFO ONCALL, INC. AND TRANSAX INTERNATIONAL LIMITED. - Big Tree Group, Inc.exh10-40.htm
EX-10.41 - CONSULTING AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND CHINA DIRECT INVESTMENTS, INC. AND CAPITAL ONE RESOURCE CO., LTD. - Big Tree Group, Inc.exh10-41.htm
EX-10.44 - STOCK OPTION TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND ADAM WASSERMAN - Big Tree Group, Inc.exh10-44.htm
EX-10.45 - MANAGEMENT TERMINATION AGREEMENT DATED DECEMBER 30, 2011 BETWEEN TRANSAX INTERNATIONAL LIMITED AND CARLINGFORD INVESTMENTS LIMITED. - Big Tree Group, Inc.exh10-45.htm
EX-10.46 - CERTIFICATE OF GRANT OF PATENT NO. HK1133784. - Big Tree Group, Inc.exh10-46.htm
EX-10.47 - CERTIFICATE OF REGISTRATION OF DESIGN NO. 0902157.3. - Big Tree Group, Inc.exh10-47.htm
EX-10.48 - UTILITY MODEL PATENT CERTIFICATION NO. 1657120 FOR PATENT NO. ZL. 2009 2 0292981.6. - Big Tree Group, Inc.exh10-48.htm
EX-10.51 - TRADEMARK REGISTRATION OF BIG TREE CARNIVAL DATED DECEMBER 14, 2010. - Big Tree Group, Inc.exh10-51.htm
EX-10.49 - DESIGN PATENT CERTIFICATION NO. 1321347 FOR PATENT NO. ZL 2010 3 0103327.4. - Big Tree Group, Inc.exh10-49.htm
EX-10.50 - DESIGN PATENT CERTIFICATION NO. 1315842 FOR PATENT NO. ZL 2009 3 0680023.1. - Big Tree Group, Inc.exh10-50.htm
EX-10.54 - ASSIGNMENT AGREEMENT FOR PATENT NO. ZL 2010 3 0103327.4 DATED DECEMBER 29, 2011 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND WEI LIN. - Big Tree Group, Inc.exh10-54.htm
EX-10.52 - TRADEMARK REGISTRATION OF BIG TREE DATED DECEMBER 14, 2010. - Big Tree Group, Inc.exh10-52.htm
EX-10.53 - ASSIGNMENT AGREEMENT FOR PATENT NO. ZL 2009 3 0680023.1 DATED DECEMBER 29, 2011 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND WEI LIN. - Big Tree Group, Inc.exh10-53.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT. - Big Tree Group, Inc.exh21-1.htm
EX-10.55 - ASSIGNMENT AGREEMENT FOR PATENT NO. ZL. 2009 2 0292981.6 DATED DECEMBER 29, 2011 BETWEEN SHANTOU BIG TREE TOYS CO., LTD. AND WEI LIN. - Big Tree Group, Inc.exh10-55.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF TRANSAX INTERNATIONAL LIMITED AS OF DECEMBER 31, 2009 AND 2008 AND UNAUDITED FINANCIAL STATEMENTS OF SHAOXING HIGH SCHOOL AS OF SEPTEMBER 30, 2010 AND 2009. - Big Tree Group, Inc.exh99-1.htm
EX-99.2 - UNAUDITED PRO FORMA BALANCE SHEET AS OF SEPTEMBER 30, 2011 AND UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2011. L - Big Tree Group, Inc.exh99-2.htm
EX-10.32 - BUILDING LEASE AGREEMENT BETWEEN SHANTOU YUNJIA FASHION HANDICRAFT CO., LTD. AND SHANTOU BIG TREE TOYS CO., LTD. FOR THE PERIOD BEGINNING JANUARY 1, 2011. - Big Tree Group, Inc.exh10-32.htm
 


Exhibit 10.31
 
Contract Manufacturing Agreement
 
(Translation)

 
Basic Information
 
Party A: Shantou Big Tree Toys Co., Ltd.
Legal Representative: Wei Lin
Party B: Shantou Xinzhongyang Toy Industrial Co., Ltd.
Legal Representative: Xiaodong Ou
Contract Number: June 1, 2010
Signing Place: Licuo Industrial Park, Waisha Town, Shantou City, Guangdong Province
Signing Date: June 1, 2010

Material Clauses

Clause 1 Party A agrees to purchase from Party B and Party B agrees to produce Big Tree Educational Magic Blocks (the “contractual products”) for Party A and label the products with Party A’s logo.

Clause 2 Party A is responsible for the design and development of contractual products and providing design papers and technical supporting personnel to ensure Party B to execute the manufacturing order in accordance with designs.

Clause 3 After Party A has issued quality approval in writing for the trial products from Party B, Party A shall place with Party B the manufacturing order by the fifth day of each month for the following month supply in writing. The order shall state the quantity, specifications, delivery date of the subscribed products and any other information required for accurately execute the order.

Within three business days after receipt of the manufacturing order, Party B shall confirm the order in writing and provides the production plan in writing. If Party B has not confirmed or put forward with disagreement with the manufacturing order in writing by the deadline, Party B is assumed to have confirmed the order.

The confirmed manufacturing orders are the integral part of this Agreement and are binding on both parties.

Party B shall arrange production following the order and production plan and report to Party A about the execution of production plan.

Party B shall start to deliver final products on the 15th day after the receipt of the manufacturing order from Party A. The detailed delivery schedules concerning quantity and dates shall refer to the written notice from Party A.

Clause 4.2 Party A chooses third party shipper to pick up products at the facility of Party B at the expenses of Party A.

Clause 7 Party A agrees to purchase from Party B the contractual products at the agreed-on price. The price is pre-tax price.
Clause 8.1 Both parties agree that Party A shall make the payment within 60 days after product delivery.

Clause 8.2 Party A can make the payment either by cash or wire to the bank account designated by Party B.

Clause 12 This Agreement is effective during June 1, 2010 and May 31, 2020.

Clause 14.6 This Agreement takes effect upon the signatures and corporate seals of both parties.


Party A corporate seal

Party B corporate seal