EX-10.5
8
v060297_ex10-5.htm
AUTHORIZATION
This
Authorization (the “
Authorization”) is made by and between the following parties
on December 15th,
2006:
PARTY
A: JILIN CITY HAITIAN BUSINESS CONSULTING CO., LTD.
LEGAL
ADDRESS: Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx Economic Development Zone, Jilin
City, China
PARTY
B: JILIN HAITIAN INDUSTRIAL COMPANY, LTD.
LEGAL
ADDRESS: Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx Economic Development Zone, Jilin
City, China
PARTIES
C: EACH OF THE PERSONS LISTED UNDER THE CAPTION PARTIES C ON THE SIGNATURE
PAGE
HEREOF.
ADDRESS:
c/o Jilin Haitian Industrial Company Ltd., Xx.0-0 Xxxxx-xxxxxxx Xxxxxx, Xxxxxxx
Economic Development Zone, Jilin City, China
In
this
Authorization, each Party A, Party B and Parties C shall be referred to
individually as a “Party”, and they shall be collectively referred to as the
“Parties”.
WHEREAS,
Party A
is a wholly foreign owned enterprise registered in The People's Republic of
China (the "PRC") under the laws of the PRC;
WHEREAS,
Advancetech Global Limited (“AGL”), an International Business Company
incorporated in the British Virgin Islands, owns all of the registered capital
of Party A;
WHEREAS,
Party B
is a domestic company with exclusively domestic capital registered in the PRC
and is engaged in the business of manufacturing chemicals
(“Business”);
WHEREAS,
Party A
has established a business relationship with Party B by entering into an
Exclusive Business Consulting Agreement dated the same date hereof (“Consulting
Agreement”), an Operating Agreement dated same date hereof (“Operating
Agreement”), and an Technology Consulting Services Agreement dated the same date
hereof (“Technology Agreement”) (collectively the foregoing agreements are
hereinafter referred to as the “Affiliation Agreements”);
WHEREAS,
Party B
is an affiliated Chinese entity of Party A;
WHEREAS,
pursuant to the Affiliation Agreements between Party A and Party B, Party B
shall pay Party A certain fees as set forth in the Affiliation Agreements,
and
Party B’s daily operations will have a material effect on its ability to pay the
fees payable to Party A;
WHEREAS,
Parties
C collectively presently owns 100% of the registered capital of Party B;
and
WHEREAS,
Party
A, Party B and Parties C agree to further clarify matters relating to the
operation of Party B and its Business, the governance of Party B, and the
exercise of voting power over the registered capital of Party B owned and held
by Parties C pursuant to provisions of this
Authorization.
NOW,
THEREFORE, upon
mutual discussions and negotiations, the Parties have reached the following
agreements:
1.
Authorization
of Voting Power
1.1 Parties
C hereby irrevocably authorizes Party A to undertake and exercise all of their
rights as holders and owner of registered capital of Party B (“Holder”) pursuant
to the laws of the PRC and the organization documents of Party B (“Authorized
Rights”). The Authorized Rights include, but are not limited to: (a) appointment
of Party A as the duly authorized representative of the Holder; (b)
participation in the meetings of the Holders and voting of the registered
capital of Parties B either in person or by proxy; (c) appointment of Party
B’s
directors; and (d) auditing the financial information of Party B.
1.2 Party
A accepts the
authorization contained in Section 1.1 and shall exercise such
Authorized Rights in the name of Parties C according to the provisions of this
Authorization.
1.3 Party
B acknowledges and accepts this
Authorization and shall not take any actions
or
act in any manner inconsistent with the provisions of this
Authorization.
1.4 Parties
C agree that, upon the request of Party A at any time and from time to time,
they will execute any and all further documentation including, without
limitation, powers of attorney, voting rights authorizations and/or proxies,
to
enable Party A to exercise the Authorized Rights granted to it hereunder at
any
meeting of the holders of Party B’s registered capital, and to further take any
and all actions necessary for Party A to exercise the Authorized Rights
hereunder.
2. Term
of Authorization
The
term
of this authorization is from the date hereof until, 2026. Within three months
prior the expiration of the term of this authorization, Party A may elect to
renew this authorization for an additional twenty (20) year period after the
initial term hereof or for unlimited twenty (20) year periods, three months
prior to the termination of any renewal term.
3. Remuneration
Party
A
shall not receive any remuneration for exercising the Authorized Rights
hereunder.
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4. Warranties
and Representations
4.1 The
Parties of this Authorization hereby represent and warrantee that
they:
(a) Possess
appropriate competence, authority and power to conclude this
Authorization;
(b) have
capability to fulfill obligations under this Authorization;
(c) No
performance of obligations under this Authorization is in or will cause a breach
of any Party’s obligations under any other binding agreements;
(d) the
execution and delivery of this Authorization by the Parties and the performance
of provisions hereof will not (i) violate any applicable laws, regulations,
rules, judicial or administrative orders, or arbitral awards or judgments
binding on any of the Parties, (ii) contravene any article, condition or
provision of the organizational documents of Party B, or (iii) breach any
provision of any agreement or contract or any undertaking to which the Parties
are a party.
4.2 Parties
C hereby warrant, represent and covenant with respect to their registered
capital of Party B that: (i) they collectively have the full and legal right
and
title to the Authorized Rights; (ii) each of them possesses the full legal
capacity to convey the Authorized Rights to Party A; (iii) each of them have
taken and will take all steps necessary to authorize and approve the conveyance
of the Authorized Rights to Party A; and (iv) each of them possesses the full
and non-defective rights and title to the Authorized Rights and there is no
pledge, guarantee, other types of encumbrances or any other rights or claims
that another party can make to the Authorized Rights.
5. Settlement
of Dispute; Governing Law
5.1 The
Parties shall first strive to settle all disputes regarding interpretation
and
enforcement of any provisions of this Authorization through friendly
consultation.
5.2 If
the parties fail to settle the disputes through consultation, the disputes
shall
be referred to China International Economic and Trade Arbitration Committee
for
arbitration according to its existing arbitration rules. The place of
arbitration shall be in
Hong Kong; and the language used in arbitration shall
be
English. The decision of arbitration shall be final and binding upon all
parties.
5.3 This
Authorization shall be interpreted and construed in accordance with the laws
and
regulations of the PRC.
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6. Miscellaneous.
6.1 This
Authorization is made in one or more counterparts and each counterpart shall
constitute one and the same instrument.
6.2 The
headings of this Authorization are for convenience only, and shall not be used
to interpret, explain or otherwise affect the meanings of the provisions of
this
Authorization.
6.3 In
the event that one or several of the provisions of this Authorization are ruled
invalid, illegal or unenforceable in any aspect in accordance with any laws
or
regulations, the validity, legality or enforceability of the remaining
provisions of this Authorization shall not be affected or compromised in any
aspect. The Parties shall strive in good faith to replace such invalid, illegal
or unenforceable provisions with effective provisions, and the economic effect
of such effective provisions shall be as close as possible to the economic
effect of those invalid, illegal or unenforceable provisions.
6.4 Any
Party may waive the terms and conditions of this Authorization, provided that
such a waiver must be provided in writing in English and shall require the
signatures of the Parties. No waiver by any Party in certain circumstances
with
respect to a breach by other Parties shall operate as a waiver by such a Party
with respect to any similar breach in other circumstances.
6.5 Any
amendment and supplement of this Authorization shall come into force only after
a written agreement in the English language is signed by all parties. The
amendment and supplement duly executed by all parties shall be part of this
Authorization and shall have the same legal effect as this
Authorization.
6.6 This
Authorization is executed in English only, and the executed English language
Authorization shall prevail in all cases. This Authorization may be executed
in
counterparts, each of which shall constitute one and the same agreement, and
by
facsimile or electronic signature.
6.7 Any
notice which is given by any of the parties hereto for the purpose of performing
the rights, duties and obligations hereunder shall be in writing in the English
language. Where such notice is delivered personally, the time of notice is
the
time when such notice actually reaches the addressee; where such notice is
transmitted by telex or facsimile, the notice time is the time when such notice
is transmitted. If such notice does not reach the addressee on business date
or
reaches the addressee after normal business hours, the next business day
following such day is the date of notice. The delivery place is the address
first written above of the parties hereto or the address advised in writing
from
time to time. The writing form includes facsimile and telex.
6.8 For
purposes of this Agreement, the term "Person" shall mean any individual,
corporation (including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
company (including any limited liability company or joint stock company), firm
or other enterprise, association, organization, entity or governmental
entity.
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IN
WITNESS WHEREOF the parties hereto have caused this Authorization to be duly
executed on their behalf by a duly authorized representative as of the effective
date first written above.
PARTY
A: JILIN CITY HAITIAN BUSINESS CONSULTING CO., LTD
By:
/s/ Wang Xxxxxx
Xxxx
Xitian, Chairman and CEO
PARTY
B: JILIN HAITIAN INDUSTRIAL COMPANY, LTD.
By:
/s/ Wang Xxxxxx
Xxxx
Xitian, Chairman and CEO
PARTIES
C:
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Jilin
Province Huizheng Venture Capital Co., Ltd
By:
/s/ Wang Xxxxxx
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Xxxx
Xitian, Chairman
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/s/
Wang Xxxxxx
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Xxxx
Xitian
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/s/
Xxx Xxxxxxx
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Xxx
Xxxxxxx
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/s/
Cui Xxxxxx
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Xxx
Youzhi
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/s/
Jin Yuanjie
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Jin
Yuanjie
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/s/
Song
Xxxxxx
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Song
Xxxxxx
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5
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/s/
Xxxx Xxxxx
Xxxx
Xxxxx
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/s/
Xxx Xxxx
Xxx
Xxxx
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/s/
Cui Qingchun
Cui
Qingchun
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/s/
Wang Xxxxxxx
Xxxx
Zhenyun
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/s/
Zhang Xxxxx
Xxxxx
Lijun
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/s/
Sha Li
Sha
Li
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/s/
Guo Xxxxxx
Xxx
Guizhi
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/s/
Xxx Xxxxxxx
Xxx
Xxxxxxx
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/s/
Wang Xxxxx
Xxxx
Decai
|
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/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx
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/s/
Xxxx Xxxxxx
Xxxx
Xxxxxx
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6
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/s/
Wang Xxxxx
Xxxx
Xijun
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/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx
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/s/
Xxxx Xxxxxx
Xxxx
Kaixia
|
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/s/
Xxx Xxxxxx
Xxx
Xxxxxx
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/s/
Zou Changkai
Zou
Changkai
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/s/
Xxx Xxxxxx
Xxx
Xxxxxx
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/s/
Lv
Nali
Lv
Nali
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/s/
Gao
Xxxxxxx
Xxx
Meixian
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/s/
Xxxx
Xxxxxx
Xxxx
Xxxxxx
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/s/
Xxxx
Xxxxxx
Xxxx
Xxxxxx
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/s/
Xxx Xxxxxx
Xxx
Xxxxxx
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/s/
Zhang
Dianhuai
Zhang
Dianhuai |
7
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/s/
Xxxx
Xxxxxx
Xxxx
Xxxxxx
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/s/
Song
Xinhua
Song
Xinhua
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/s/
Xxxx
Xxxxxxxx
Xxxx
Xxxxxxxx
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/s/
Xxxx Xxxxx
Xxxx
Xxxxx
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/s/
Sun
Yanhong
Sun
Yanhong
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/s/
Jin
Yushu
Jin
Yushu
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/s/
Liu
Xxxxx
Xxx
Zhong
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/s/
Xxx Xxxxxxx
Xxx
Xxxxxxx
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/s/
Xxxx
Xxxxx
Xxxx
Xxxxx
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/s/
Xxx
Xxxxxxx
Xxx
Zhenjin |
8
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/s/
Gao
Meishun
Gao
Meishun
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/s/
Ren
Fengqin
Ren
Fengqin
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/s/
Zhou
Yaquan
Zhou
Yaquan
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/s/
Xxxx
Xxxx
Xxxx
Xxxx
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/s/
Xxxx Xxxxxxxx
Xxxx
Xxxxxxxx
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/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
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/s/
Zhang
Xxxxxx
Xxxxx
Yitang
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/s/
Xxxx Xx
Xxxx
Xx
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