DESIGNATION AGREEMENT
THIS
DESIGNATION AGREEMENT (this “Agreement”) is entered into as of June 30, 2009, by
and among Hangson Limited, a British Virgin Islands company incorporated under
the laws of the British Virgin Islands (“BVI Company”); Suoke
Clean Energy (Tongchuan) Co., Ltd., a limited liability company organized under
the laws of the People’s Republic of China (“PRC”) and a wholly
foreign owned enterprise (“WFOE”); and Shaanxi
Suo’ang Biological Science & Technology Co., Ltd, a company with joint stock
limited liability organized under the laws of the PRC (“Biological Company”,
and with BVI Company and WFOE are collectively referred to as the “Parties”). Certain
shareholders of Biological Company who are signatories to that certain Proxy
Agreement dated as of August 18, 2006 (the “Proxy Agreement”),
including REN Baowen, chairman and shareholder of Biological Company, and Sino
Clean Energy, Inc., a Nevada corporation, are each made a party to this
Agreement for the sole purpose of acknowledging the Agreement.
WHEREAS,
in connection with a certain Consulting Services Agreement dated as of August
18, 2006 (the “Consulting
Agreement”), BVI Company entered into the Proxy Agreement with the
Shareholders;
WHEREAS,
BVI Company, WFOE and Biological Company have entered into an Amendment to
Consulting Services Agreement dated as of even date herewith (the “Amendment”), whereby
BVI Company has transferred the Agreement and assigned all of its rights and
obligations thereunder to WFOE;
WHEREAS,
in connection with the Amendment, BVI Company desires to assign to WFOE all of
BVI Company’s rights under the Proxy Agreement, including the right to designate
the person that the Chairman and the Shareholders have agreed to
entrust their respective voting rights as shareholders of Biological Company
without any limitations, and WFOE desires assume such rights;
NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual agreements
herein contained and for other good and valuable consideration, the Parties
agree as follows:
A. DESIGNATION.
(1) BVI
Company hereby assigns all of its rights and obligations pursuant to the Proxy
Agreement to WFOE, including without limitation, the right to designate the
person that the Chairman and the Shareholders have agreed to entrust their
respective voting rights as shareholders of Biological Company without any
limitations, and WFOE hereby accepts such assignment.
(2) Biological
Company hereby agrees BVI Company assigns all of its rights and obligations
pursuant to the Proxy Agreement to WFOE pursuant to Section of A (1) of this
Agreement.
(3)
WFOE shall cooperate with BVI Company and Biological Company and take all
actions necessary to replace BVI Company.
(4) WFOE
may not transfer this Agreement and its rights and obligations pursuant to the
Proxy Agreement without the prior written consent of BVI Company.
B. GENERAL
PROVISIONS.
(1) Notices. All notices
and other communications hereunder shall be in writing and shall be deemed to
have been duly given if delivered personally, sent by overnight courier or
mailed by registered or certified mail (postage prepaid and return receipt
requested) to the party to whom the same is so delivered, sent or mailed at
addresses as follows (or at such other address for a party as shall be specified
by like notice):
If to BVI
Company:
Hangson
Limited
|
|
Address:
|
0xx
Xxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxx,
|
Xxxxxxx,
Xxxxxxx Virgin Islands.
Facsimile:
Attn: Chairman
If to WFOE:
Suoke
Clean Energy (Tongchuan) Co., Ltd.
|
|
Address:
|
Dong
Xxx Xx Town, Xxx Xxxx District, Tongchuan City
|
|
Shaanxi
Province, China
|
Facsimile:
Attn:
Chairman
(2) Interpretation. The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement. References to Sections and Articles refer to sections and
articles of this Agreement unless otherwise stated.
(3) Severability. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated and the Parties shall negotiate in good faith to modify this
Agreement to preserve each party’s anticipated benefits under this
Agreement.
(4) Miscellaneous. This
Agreement (together with all other documents and instruments referred to
herein): (a) constitutes the entire agreement and supersedes all other prior
agreements and undertakings, both written and oral, among the parties with
respect to the subject matter hereof; (b) except as expressly set forth herein,
is not intended to confer upon any other person any rights or remedies hereunder
and (c) shall not be assigned by operation of law or otherwise, except as may be
mutually agreed upon by the Parties.
(5) Governing Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the People’s Republic of China.
(6) Counterparts and Facsimile
Signatures. This Agreement may be executed in two or more
counterparts, which together shall constitute a single
agreement. This Agreement and any documents relating to it may 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
manually executed document.
(7) Amendment. This
Agreement may be amended, modified or supplemented only by an instrument in
writing executed by BVI Company and WFOE.
(8) Parties In
Interest. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, legal representatives, successors and assigns of the
Parties.
(9) Waiver. No
waiver by any party of any default or breach by another party of any
representation, warranty, covenant or condition contained in this Agreement
shall be deemed to be a waiver of any subsequent default or breach by such party
of the same or any other representation, warranty, covenant or
condition. No act, delay, omission or course of dealing on the part
of any party in exercising any right, power or remedy under this Agreement or at
law or in equity shall operate as a waiver thereof or otherwise prejudice any of
such party’s rights, powers and remedies. All remedies, whether at
law or in equity, shall be cumulative and the election of any one or more shall
not constitute a waiver of the right to pursue other available
remedies.
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of page left blank intentionally.]
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by
their legal representatives and duly authorized representatives on their behalf
as of the date first set forth above.
BVI
COMPANY:
Hangson
Limited
By:
Name: REN
Baowen
Title:
Director
WFOE:
Suoke
Clean Energy (Tongchuan) Co., Ltd.
By:
Name:
REN, BaowenTitle:
Chairman
Biological
Company
Shaanxi
Suo’ang Biological Science & Technology Co., Ltd.
By:
Name:
REN, BaowenTitle:
Chairman
ACKNOWLEDGED:
Sino
Clean Energy, Inc.
By:
______________________
Name: REN
Baowen
Title:
Chief Executive Officer
Shaanxi
Hanzhong Xxx Xxxx Clothes Group Co., Ltd
By____________
_______________
REN
Baowen
_______________
XXXXX
Xxxxxx
_______________
XXX
Xxxxxx
_______________
YANG
Feng
_______________
YAO
Yongsheng
_______________
QU
Fuxiu
_______________
LEI
Yuan
_______________
YONG
Shanqing
_____________
REN
Wenxia
______________
XXXX
Xxxx
______________
WANG
Li
_______________
YANG
Yuejun
