CONSULTING SERVICES AGREEMENT (English Translation)
Exhibit
99.1
(English
Translation)
This
Consulting Services Agreement (this “Agreement”)
is
dated September 6, 2006, and is entered into in Xi’an, China between Hangson
Limited, a business company incorporated under the laws of the British Virgin
Islands, located at 0xx
Xxxxx,
Xxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Virgin Islands, (“Party
A”),
and,
Shaanxi Suo’ang Biological Science & Technology Co., Ltd., a company with
joint stock limited liability organized under the laws of the People’s Republic
of China (“Party
B”),
with
a registered address at 22F, Suite A, Zhengxin Building, No.5, Gaoxin 1st Road,
Xi’an Hi-tech Industries Development Zone, Xi’an, Shaanxi Province, People’x
Xxxxxxxx xx Xxxxx 000000. Party A and Party B are referred to collectively
in
this Agreement as the “Parties.”
RECITALS
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A.
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Party
A is a business company incorporated under the laws of the British
Virgin
Islands has technological expertise in both the production and sale
of
coal-polymer (“COPO”) resin products and also in clean coal and coal water
mixture energy technology and
products.
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B.
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Party
B is a company duly incorporated in Xi’an, People’s Republic of China, and
is engaged in both the production and sale of coal-polymer (“COPO”) resin
products and also the production and sale of a coal-water mixture
for use
in energy production.
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C.
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Party
B shall contribute its intellectual property rights to Party
A.
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D.
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Party
A desires to provides technology consulting services and relevant
services
to Party B, for compensation, and Party B agrees to accept such consulting
services.
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The
Parties are entering into this Agreement to set forth the terms and conditions
under which Party A shall provide consulting services to Party B.
NOW
THEREFORE,
the
Parties agree as follows:
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1.
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DEFINITIONS
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1.1
In
this
Agreement the following terms shall have the following meanings:
“Affiliate,”
with
respect to any Person, shall mean any other Person that directly or indirectly
controls, or is under common control with, or is controlled by, such Person.
As
used in this definition, “control” shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether ownership of securities or partnership or other ownership interests,
by
contract or otherwise).
“Consulting
Services Fee”
shall
be as defined in Clause 3.1.
“Indebtedness”
shall
mean, as to any Person, without duplication, (i) all indebtedness (including
principal, interest, fees and charges) of such Person for borrowed money for
the
deferred purchase price of property or services, (ii) the face amount of all
letters of credit issued for the amount of such Person and all drafts drawn
thereunder, (iii) all liabilities secured by any Lien on any property owned
by
such person, whether or not such liabilities have been assumed by such Person,
(iv) the aggregate amount required to be capitalized under leases under which
such Person is the lessee and (v) all contingent obligations (including, without
limitation, all guarantees to third parties) of such Person.
“Lien”
shall
mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including. without limitation,
any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under recording or notice statute, and any lease
having substantially the same effect as any of the foregoing).
“Person”
shall
mean any individual, corporation, company, voluntary association, partnership,
joint venture, trust, unincorporated organization, entity or other organization
or any government body.
“PRC”
means
the People’s Republic of China.
“Quarterly
Date”
shall
mean the last day of March, June, September and December in each year, the
first
of which shall be the first such day following the date of this Agreement;
provided that if any such day is not a business day in the PRC, then such
Quarterly Date shall be the next succeeding business day in the
PRC.
“Services”
means
the services to be provided under the Agreement by Party A to Party B, as more
specifically described in Clause 2; in this Agreement a reference to a Clause,
unless the context otherwise requires, is a reference to a clause of this
Agreement.
1.2 The
headings in this Agreement shall not affect the interpretation of this
Agreement.
2.
RETENTION
AND SCOPE OF SERVICES
2.1
Party
B hereby agrees to retain the services of Party A, and Party A accepts such
appointment, to provide to Party B services in relation to the current and
proposed operations of Party B’s business in the PRC upon the terms and
conditions of this Agreement. The services subject to this Agreement shall
include, without limitation:
(a) General
Business Operation.
Advice
and assistance relating to development of technology and provision of
consultancy services, particularly as related to the Business.
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(b) Human
Resources.
(i) Advice
and assistance in relation to the staffing of Party B, including assistance
in
the recruitment, employment and secondment of management personnel,
administrative personnel and staff of Party B;
(ii) Training
of management, staff and administrative personnel;
(iii) Assistance
in the development of sound payroll administrative controls in Party
B;
(iv) Advice
and assistance in the relocation of management and staff of Party
B;
(c) Research
and Development
(i)
Advice
and assistance in relation to research and development of Party B;
(ii) Advice
and assistance in strategic planning; and
(d) Other.
Such
other advice and assistance as may be agreed upon by the Parties.
2.2
Exclusive
Services Provider.
During
the term of this Agreement, Party A shall be the exclusive provider of the
Services. Party B shall not seek or accept similar services from other providers
unless the prior written approval is obtained from Party A.
2.3 Intellectual
Properties Related to the Services.
Party A
shall own all intellectual property rights developed or discovered through
research and development, in the course of providing Services, or derived from
the provision of the Services. Such intellectual property rights shall include
patents, trademarks, trade names, copyrights, patent application rights,
copyright and trademark application rights, research and technical documents
and
materials, and other related intellectual property rights including the right
to
license or transfer such intellectual properties. If Party B must utilize any
intellectual property, Party A agrees to grant an appropriate license to Party
B
on terms and conditions to be set forth in a separate agreement.
2.4 Pledge.
Party B
shall permit and cause Party B’s shareholders to pledge the equity interests of
Party B to Party A for securing the Fee that should be paid by Party B pursuant
to this Agreement.
3. PAYMENT
3.1 General.
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(a) In
consideration of the Services provided by Party A hereunder, Party B shall
pay
to Party A during the term of this Agreement a consulting services fee, equal
to
Party B’s net profits, being the quarterly revenues after deduction of operating
costs, expenses and taxes (the “Consulting
Services Fee”).
If
the net profit is zero, Party B is not required to pay the Consulting Services
Fee; if Party B sustains losses, all such losses will be carried over to next
quarter and deducted from next quarter’s Consulting Services Fee. Party B shall
pay the Consulting Services Fee based on the quarterly financial statements
provided under Clause 5.1 below. Such quarterly payment shall be made within
15
days after receipt by Party A of the financial statements referenced
above.
(b) Party
B
will permit, from time to time during regular business hours as reasonably
requested by Party A, or its agents or representatives (including independent
public accountants, which may be Party B’s independent public accountants), (i)
to conduct periodic audits of books and records of Party B, (ii) to examine
and
make copies of and abstracts from all books, records and documents (including,
without limitation, computer tapes and disks) in the possession or under the
control of Party B (iii) to visit the offices and properties of Party B for
the
purpose of examining such materials described in clause (ii) above, and (iv)
to
discuss matters relating to the performance by Party B hereunder with any of
the
officers or employees of Party B having knowledge of such matters. Party A
may
exercise the audit rights provided in the preceding sentence at any time,
provided that Party A provides ten days written notice to Party B specifying
the
scope, purpose and duration of such audit. All such audits shall be conducted
in
such a manner as not to interfere with Party B’s normal operations.
3.2 Party
B
shall not be entitled to set off any amount it may claim is owed to it by Party
A against any Consulting Services Fee payable by Party B to Party A unless
Party
B first obtains Party A’s written consent.
3.3 The
Consulting Services Fee shall be paid in RMB by wire transfer to a bank account
or accounts specified by Party A, as may be specified in writing from time
to
time.
3.4 Should
Party B fail to pay all or any part of the Consulting Service’s Fee due to Party
A in RMB under this Clause 3 within the time limits stipulated, Party B shall
pay to Party A interest in RMB on the amount overdue based on the three (3)
month lending rate for RMB announced by the Bank of China on the relevant due
date.
3.5 All
payments to be made by Party B hereunder shall be made free and clear of and
without deduction for or on account of tax, unless Party B is required to make
such payment subject to the deduction or withholding of tax.
4. FURTHER
TERMS OF COOPERATION
4.1 All
business revenue of Party B shall be directed in full by Party B into a bank
account(s) nominated by Party A.
5. UNDERTAKINGS
OF PARTY B
Party
B
hereby agrees that, during the term of the Agreement:
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5.1 Information
Covenants.
Party B
will furnish to Party A:
5.1.1 Preliminary
Monthly Reports.
Within
five (5) days after the end of each calendar month the preliminary income
statements, balance sheet and results of operations of Party B made up to and
as
at the end of such calendar month, in each case prepared in accordance with
the
PRC generally accepted accounting principles, consistently applied.
5.1.2 Final
Monthly Reports.
Within
ten (10) days after the end of each calendar month, a final report from Party
B
on the financial situation such as income statements, balance sheet and results
of operations of Party B made up to and as at the end of such calendar month
and
for the elapsed portion of the relevant financial year, setting forth in each
case in comparative form figures for the corresponding period in the preceding
financial year, in each case prepared in accordance with the PRC generally
accepted accounting principles, consistently applied.
5.1.3 Quarterly
Reports.
As soon
as available and, in any event, within thirty (30) days after each Quarterly
Date (as defined below), unaudited consolidated balance sheet, consolidated
statements of operations, statements of cash flows and changes in financial
situation of the Party B and its subsidiaries, if any, for such quarterly period
and for the period from the beginning of the relevant fiscal year to such
Quarterly Date, setting forth in each case actual versus budgeted comparisons
and in comparative form the corresponding consolidated figures for the
corresponding period in the preceding fiscal year, accompanied by a certificate
of the chief financial officer of the Party B, which certificate shall state
that said financial statements fairly present the consolidated financial
condition and results of operations, as the case may be, of the Party B and
its
subsidiaries, if any, in accordance with U.S. general accepted accounting
principles applied on a consistent basis as at the end of, and for, such period
(subject to normal year-end audit adjustments and the preparation of notes
for
the audited financial statements).
5.1.4 Annual
Audited Accounts.
Within
six (6) weeks of the end of the financial year, the annual audited accounts
of
Party B to which they relate (setting forth in each case in comparative form
the
corresponding figures for the preceding financial year), in each case prepared
in accordance with, among others, the U.S. generally accepted accounting
principles, consistently applied.
5.1.5 Budgets.
At
least 90 days before the first day of each financial year of Party B, a budget
in form satisfactory to Party A (including budgeted statements of income and
sources and uses of cash and balance sheets) prepared by Party B for each of
the
four financial quarters of such financial year accompanied by the statement
of
the chief financial officer of Party B to the effect that, to the best of his
knowledge, the budget is a reasonable estimate for the period covered
thereby.
5.1.6 Notice
of Litigation.
Promptly, and in any event within one (1) business day after an officer of
Party
B obtains knowledge thereof, notice of (i) any litigation or governmental
proceeding pending against Party B which could materially adversely affect
the
business, operations, property, assets, condition (financial or otherwise)
or
prospects of Party B and (ii) any other event which is likely to materially
adversely affect the business, operations, property, assets, condition
(financial or otherwise) or prospects of Party B.
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5.1.7 Other
Information.
From
time to time, such other information or documents (financial or otherwise)
as
Party A may reasonably request.
5.2 Books,
Records and Inspections.
Party B
will keep proper books of record and account in which full, true and correct
entries in conformity with generally accepted accounting principles in the
PRC,
provided however, that such books and records shall also meet the requirements
of US generally accepted accounting principles to the extent necessary to
prepare the reports described above in Sections 5.1.3 and 5.1.4. Party B will
permit officers and designated representatives of Party A to visit and inspect,
under guidance of officers of Party B, any of the properties of Party B, and
to
examine the books of record and account of Party B and discuss the matters,
finances and accounts of Party B with, and be advised as to the same by, its
and
their officers, all at such reasonable times and intervals and to such
reasonable extent as Party A may request.
5.3 Corporate
Franchises.
Party B
will do or cause to be done, all things necessary to preserve and keep in full
force and effect its existence and its material rights, franchises and
licenses.
5.4 Compliance
with Statutes, etc.
Party B
will comply with all applicable statutes, regulations and orders of, and all
applicable restrictions imposed by, all governmental bodies, in respect of
the
conduct of its business and the ownership of its property, including without
limitation maintenance of valid and proper government approvals and licenses
necessary to provide the services, except that such noncompliances could not,
in
the aggregate, have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of Party
B.
6.
NEGATIVE COVENANTS
Party
B
covenants and agrees that, during the term of this Agreement, without the prior
written consent of Party A.
6.1 Equity.
Party B
will not issue, purchase or redeem any equity or debt securities of Party
B.
6.2 Liens. Party
B
will not create, incur, assume or suffer to exist any Lien upon or with respect
to any property or assets (real or personal, tangible or intangible) of Party
B
whether now owned or hereafter acquired, provided that the provisions of this
Clause 6.2 shall not prevent the creation, incurrence, assumption or existence
of:
6.2.1 Liens
for
taxes not yet due, or Liens for taxes being contested in good faith and by
appropriate proceedings for which adequate reserves have been established;
and
6.2.2 Liens
in
respect of property or assets of Party B imposed by law, which were incurred
in
the ordinary course of business, and (x) which do not in the aggregate
materially detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of Party B or (y) which
are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing the forfeiture or sale of the property of assets
subject to any such Lien.
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6.3
Consolidation,
Merger, Sale of Assets, etc.
Party B
will not wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of (or agree to do any of the foregoing at any future time) all or
any
part of its property or assets, or purchase or otherwise acquire (in one or
a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials and equipment in the
ordinary course of business) of any Person, except that (i) Party B may make
sales of inventory in the ordinary course of business and (ii) Party B may,
in
the ordinary course of business, sell equipment which is uneconomic or
obsolete.
6.4
Dividends.
Party B
will not declare or pay any dividends, or return any capital, to its
shareholders or authorize or make any other distribution, payment or delivery
of
property or cash to its shareholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares
of
any class of its capital stock now or hereafter outstanding (or any options
or
warrants issued by Party B with respect to its capital stock), or set aside
any
funds for any of the foregoing purposes.
6.5
Leases.
Party B
will not permit the aggregate payments (including, without limitation, any
property taxes paid as additional rent or lease payments) by Party B under
agreements to rent or lease any real or personal property to exceed US$100,000
in any fiscal year of Party B.
6.6
Indebtedness.
Party B
will not contract, create, incur, assume or suffer to exist any indebtedness,
except accrued expenses and current trade accounts payable incurred in the
ordinary course of business, and obligations under trade letters of credit
incurred by Party B in the ordinary course of business, which are to be repaid
in full not more than one (1) year after the date on which such indebtedness
is
originally incurred to finance the purchase of goods by Party B.
6.7
Advances,
Investment and Loans.
Party B
will not lend money or credit or make advances to any Person, or purchase or
acquire any stock, obligations or securities of, or any other interest in,
or
make any capital contribution to, any other Person, except that Parry A may
acquire and hold receivables owing to it, if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms.
6.8
Transactions
with Affiliates.
Party B
will not enter into any transaction or series of related transactions, whether
or not in the ordinary course of business, with any Affiliate of Party B, other
than on terms and conditions substantially as favorable to Party B as would
be
obtainable by Party B at the time in a comparable arm’s length transaction with
a Person other than an Affiliate and with the prior written consent of Party
A.
6.9
Capital
Expenditures.
Party B
will not make any expenditure for fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with generally accepted accounting principles in the PRC or in
the
United States) in excess of US $100,000, without the prior written consent
of
Party A.
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6.10
Modifications
to Debt Arrangements, Agreements or Articles of Association.
Party B
will not (i) make any voluntary or optional payment or prepayment on or
redemption or acquisition for value of (including, without limitation, by way
of
depositing with the trustee with respect thereto money or securities before
due
for the purpose of paying when due) any existing Indebtedness or (ii) amend
or
modify, or permit the amendment or modification of, any provision of any
existing Indebtedness or of any agreement (including, without limitation, any
purchase agreement, indenture, loan agreement or security agreement) relating
to
any of the foregoing or (iii) amend, modify or change its Articles of
Association or Business License, or any agreement entered into by it, with
respect to its capital stock, or enter into any new agreement with respect
to
its capital stock.
6.11
Line
of Business.
Party B
will not engage (directly or indirectly) in any business other than those types
of business prescribed within the business scope of Party B’s business license
except with the prior written consent of Party A.
7. TERM
AND
TERMINATION
7.1
This
Agreement shall take effect on the date of execution of this Agreement and
shall
remain in full force and effect unless terminated pursuant to Clause
7.2.
7.2
This
Agreement may be terminated:
7.2.1 by
either
Party giving written notice to the other Party if the other Party has committed
a material breach of this Agreement (including but not limited to the failure
by
Party B to pay the Consulting Services Fee) and such breach, if capable of
remedy, has not been so remedied within, in the case of breach of a
non-financial obligation, 14 days, following receipt of such written
notice;
7.2.2 either
Party giving written notice to the other Party if the other Party becomes
bankruptcy or insolvent or is the subject of proceedings or arrangements for
liquidation or dissolution or ceases to carry on business or becomes unable
to
pay its debts as they come due;
7.2.3 by
either
Party giving written notice to the other Party if, for any reason, the
operations of Party A are terminated;
7.2.4 by
either
Party giving written notice to the other Party if the business license or any
other license or approval material for the business operations of Party B is
terminated, cancelled or revoked;
7.2.5
by
either Party giving written notice to the other Party if circumstances arise
which materially and adversely affect the performance or the objectives of
this
Agreement; or
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7.2.6
by
election of Party A with or without reason.
7.3
Any
Party electing properly to terminate this Agreement pursuant to Clause 7.2
shall
have no liability to the other Party for indemnity, compensation or damages
arising solely from the exercise of such right. The expiration or termination
of
this Agreement shall not affect the continuing liability of Party B to pay
any
Consulting Services Fees already accrued or due and payable to Party A. Upon
expiration or termination of this Agreement, all amounts then due and unpaid
to
Party A by Party B hereunder, as well as all other amounts accrued but not
yet
payable to Party A by Party B, shall forthwith become due and payable by Party
B
to Party A.
8.
PARTY
A’S REMEDY UPON PARTY B’S BREACH
In
addition to the remedies provided elsewhere under this Agreement, Party A shall
be entitled to remedies permitted under PRC laws, including without limitation
compensation for any direct and indirect losses arising from the breach and
legal fees incurred to recover losses from such breach.
9.
AGENCY
The
Parties are independent contractors, and nothing in this Agreement shall be
construed to constitute either Party to be the agent, Partner, legal
representative, attorney or employee of the other for any purpose whatsoever.
Neither Party shall have the power or authority to bind the other except as
specifically set out in this Agreement.
10.
GOVERNING LAW AND JURISDICTION
10.1 Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the PRC.
10.2
Arbitration.
10.2.1 Any
dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the Parties. Such consultations
shall begin immediately after one Party has delivered to the other Party a
written request for such consultation. If within ninety (90) days following
the
date on which such notice is given, the dispute cannot be settled through
consultations, the dispute shall, upon the request of any Shareholder with
notice to the other Party, be submitted to arbitration in China under the
auspices of China International Economic and Trade Arbitration Commission (the
“CIETAC”).
The
Parties shall jointly appoint a qualified interpreter for the arbitration
proceedings and shall be responsible for sharing in equal portions the expenses
incurred by such appointment.
10.2.2 Number
and Selection of Arbitrators.
There
shall be three (3) arbitrators. Party B shall select one (1) arbitrator and
Party A shall select one (1) arbitrator, and both arbitrator shall be selected
within thirty (30) days after giving or receiving the demand for arbitration.
Such arbitrators shall be freely selected, and the Parties shall not be limited
in their selection to any prescribed list. The chairman of the CIETAC shall
select the third arbitrator. If a Party does not appoint an arbitrator who
has
consented to participate within thirty (30) days after the selection of the
first arbitrator, the relevant appointment shall be made by the chairman of
the
CIETAC.
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10.2.3 Language.
Unless
otherwise provided by the arbitration rules of CIETAC, the arbitration
proceeding shall be conducted in English. The arbitration tribunal shall apply
the arbitration rules of the CIETAC in effect on the date of the signing of
this
Agreement. However, if such rules are in conflict with the provisions of this
Clause, including the provisions concerning the appointment of arbitrators,
the
provisions of this Clause shall prevail.
10.5
Cooperation;
Disclosure.
Each
Party shall cooperate with the other Party in making full disclosure of and
providing complete access to all information and documents requested by the
other Party in connection with such proceedings, subject only to any
confidentiality obligations binding on such Parties.
10.6 Jurisdiction
of the Arbitration Award Enforcement.
The
arbitration award shall be final and binding upon all parties. It may be entered
into by any court having jurisdiction, or application may be made to such court
for a judicial recognition of the award or any order of enforcement
thereof.
10.7 Continuing
Obligations.
During
the period when a dispute is being resolved, the Parties shall in all other
respects continue their implementation of this Agreement.
11.
ASSIGNMENT
No
part
of this Agreement shall be assigned or transferred by either Party without
the
prior written consent of the other Party. Any such assignment or transfer shall
be void. Party A, however, may assign its rights and obligations hereunder
to an
Affiliate.
12.
NOTICES
Notices
or other communications required to be given by any party pursuant to this
Agreement shall be written in English and Chinese and delivered personally
or
sent by registered mail or postage prepaid mail or by a recognized courier
service or by facsimile transmission to the address of relevant each party
or
both parties set forth below or other address of the party or of the other
addressees specified by such party from time to time. The date when the notice
is deemed to be duly served shall be determined as the follows: (a) a notice
delivered personally is deemed duly served upon the delivery; (b) a notice
sent
by mail is deemed duly served the tenth (10th)
day
after the date when the air registered mail with postage prepaid has been sent
out (as is shown on the postmark), or the fourth (4th)
day
after the delivery date to the internationally recognized courier service
agency; and (c) a notice sent by facsimile transmission is deemed duly served
upon the receipt time as is shown on the transmission confirmation of relevant
documents.
| Party A: | Hangson Limited | ||
| Address: |
0xx
Xxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxxxx,
Xxxxxxx Xxxxxx Xxxxxxx
|
||
| Fax: | (000) 0000-0000 | ||
| Phone: | (000) 0000-0000 | ||
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| Party B: | Shaanxi Suo’ang Biological Science & Technology Co., Ltd. | ||
| Address: |
22F,
Suite A, Zhengxin Building, No.5, Gaoxin 1st Road,
Xi’an
Hi-tech Industries Development Zone Xi’an,
Shaanxi
Province, People’s
Republic of China
710075
|
||
| Fax: | (000) 0000-0000 | ||
| Phone: | (000) 0000-0000 | ||
13.
GENERAL
13.1 The
failure to exercise or delay in exercising a right or remedy under this
Agreement shall not constitute a waiver of the right or remedy or waiver of
any
other rights or remedies and no single or partial exercise of any right or
remedy under this Agreement shall prevent any further exercise of the right
or
remedy or the exercise of any other right or remedy.
13.2 Should
any clause or any part of any Clause contained in this Agreement be declared
invalid or unenforceable for any reason whatsoever, all other clauses or parts
of clauses contained in this Agreement shall remain in full force and
effect.
13.3 This
Agreement constitutes the entire agreement between the Parties relating to
the
subject matter of this Agreement and supersedes all previous
agreements.
13.4 No
amendment or variation of this Agreement shall be valid unless it is in writing
and signed by or on behalf of each of the Parties.
13.5 This
Agreement shall be executed in two originals in English. This Agreement may
also
be executed in two or more counterparts, which together shall constitute a
single agreement. This Agreement and any documents relating to it may also
be
executed and transmitted to any other party by facsimile, which facsimile shall
be deemed to be, and utilized in all respects as, an original, wet-inked
document and with the same legal effect as an original.
[SIGNATURE
PAGE FOLLOWS]
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SIGNATURE
PAGE
IN
WITNESS WHEREOF
both
parties hereto have caused this Consulting Services Agreement to be duly
executed by their legal representatives and duly authorized representatives
on
their behalf as of the date first set forth above.
| PARTY A: | HANGSON LIMITED | ||
|
|
|||
| By: /s/ Baowen Ren | |||
| Name: Baowen Ren | |||
| Title: President | |||
| PARTY B: | SHAANXI SUO’ANG BIOLOGICAL SCIENCE & TECHNOLOGY CO., LTD. | ||
| By: /s/ Baowen Ren | |||
| Name: Baowen Ren | |||
| Title: President | |||
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