Call Option Agreement ClCO

1.        The existing shareholders are the shareholders of Jiangsu Xuefeng Environmental Protection Science and Technology Co., Ltd. ( a liability limited company incorporated under the laws of the People’s Republic of China (the “PRC”), whose registered offices are located at C214, Fitting Integration Building, Fazhan Road to Suqian Gate Section，hereinafter referred to as “Jiangsu Xuefeng” or “the Company”).

2.        The existing shareholders have intention to transfer their stocks to “Baichuang” respectively under doing not break Chinese laws, “Baichuang” has intention to accept the exchange.

3.         In order to carry out the exchange of the ownership of the stocks, the existing shareholders hereby irrevocably grants to “Baichuang” an option to purchase, to the extent permitted under PRC Law, according to the call option, the existing shareholders

  为实现上述股权转让，现有股东同意共同向柏创授予一项不可撤销的股权转让期权（以下称“转股期权”），根据该等转股期权，在中国法律允许的前提下，现有股东应根据柏创的要求，将期权股权（如下文之定义）按照本协议的规定转让给柏创和/或其指定的任何其他实体或个人持有。

3.1       Baichuang has the full power without limitation to decide the specific time, amount and numbers of exercise as long as the conditions are in accordance with PRC laws.

3.2      At the time of exercise, Baichuang and/or the Designated Persons can hold all of the Company’s shares under PRC laws, Baichuang is entitled to exercise all the options; If at the time of exercise, Baichuang and/or the Designated Persons can hold part of the Company’s shares under PRC laws, Baichuang is entitled to exercise the option within the upper limit regulated by PRC laws. Under the latter situation, Baichuang is entitled to further exercise the option in accordance with PRC laws until all the option has been exercised.

3.3      Each time Baichuang exercises its option, it can purchase the transferred equity interests itself or designate third persons to purchase all or part of the transferred equity interests.

3.4      According to the stipulations of PRC laws and regulation, Baichuang and/or the Designated Persons may exercise Option by issuing a written notice (the “Notice”) to the Transferor and specifying the equity interest purchased from Transferor (the “Purchased Equity Interest”) and the manner of purchase. (Please refer to Appendix II for the format). The shareholders shall transfer the equity interests wholly or partly to Baichuang and/or the Designated Persons upon receipt of the Notice.

3.5       In each time the performance of the Option:

3.5.2    The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest Transfer Agreement with Baichuang and/or the Designated Persons (as applicable);

其应立即与柏创和/或其指定的其他实体或个人签署股权转让协议，向柏创和/或其指定的其他实体或个人以转让价格转让全部的转让股权；

3.5.3   The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Baichuang and/or the Designated Persons, and cause Baichuang and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this Clause and this Agreement, “Security Interest” means the ensure, mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements. But it does not include any security interest subject to the Equity Pledge Agreement.

4.1       As of the execution date of this Agreement and every transferring date, the     Shareholder hereby represents and warrants collectively and respectively to Baichuang as follows

现有股东兹分别及单独地声明与保证如下：

4.1.1   It has the power and ability to enter into this Agreement, and any equity interest transferring Agreement (“Transferring Agreement”, respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement;

4.1.2   It has the power and ability to deliver this Agreement, and any equity interest transferring Agreement (“Transferring Agreement”, respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement, and to perform its obligations under this Agreement and any Transferring Agreement. Upon execution, this Agreement and the Transferring Agreements having it as a party constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

4.1.3   At the date of this Agreement, it is the owner of the option. Except for the rights designated by this Agreement, It does not set any security interest on the Option, including liens, pledge, claims, guaranties and other limitations from third party;

4.1.4  At the date of this Agreement, the Company has all the certificates necessary to its operation. The Company has full right and qualification to operate business within the territory of China. No litigation, arbitration or administrative procedure relevant to the equity interest and assets of the Company or the corporation is in the process, to be settled or potentially take place;

4.2      Baichuang represents and warrants as the following:

4.2.1   Baichuang is a limited company registered in accordance with PRC laws. It has the power and ability to enter into, deliver and perform this Agreement;

4.2.2   Baichuang has performed all the necessary internal authorization procedures within the company. It owns full rights and authorization to enter into and perform the documents related to the transaction;

5.1      According to fair finance and business standard and tradition, to maintain the existence of the corporation, prudently and effectively operate business and deal with works during the term of the Agreement;

5.2      Without prior written consent by Baichuang during the term of the Agreement,

5.2.1   not, upon the execution of this Agreement, to sale, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of the Company, or to approve any other security interest set on it;

5.2.2   not, in any form, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

5.2.3   not, dispose or urge the management of the Company dispose any of the Company’s assets (except that it is in the due course of operation;)

5.2.5   not, appoint or remove any the Company’s managing director, directors of the board (if applicable), supervisors or other management personnel that shall be appointed and removed by the Shareholders;

5.2.6   not, declare distribution or actually distribute any distributable profits, interests, or dividends;

5.2.7ensure the Company’s going concern without being terminated, liquidated or dissolution;

5.2.8   not, in any form, to supplement, change or renew the Articles of Association of the Company.

5.3      To normally operate all business to maintain the asset value of the Company, without make any action or nonfeasance that sufficiently affects its operation and asset value during the term of the Agreement.

 

 

6.1      The Shareholder shall not discuss with any third party, other than for the purpose of performing the obligations under this agreement, (i)the existence, nature or terms of the negotiations and this Agreement; (ii)the Baichuang’s trade secrets, proprietary business information, client information known to the Shareholder during the construction and performance of this agreement and (iii) trade secrets, proprietary business information, client information known to the Shareholder as the shareholder of the Company (the "Confidential Information") without the express written permission of the Baichuang.

无论本协议是否已终止，现有股东对于(i)本协议之签署、履行及协议内容，(ii)其因签署及履行本协议而知悉或收到的有关柏创的商业秘密、专有信息、客户信息，以及(iii)其作为江苏雪枫的股东而知悉或收到的有关江苏雪枫的商业秘密、专有信息、客户信息（以下统称为“保密信息”）均负有保密义务。现有股东仅可就其履行其在本协议项下义务之目的而使用该类保密信息。未经柏创书面许可，任何现有股东均不得向任何第三方泄露上述保密信息，否则应承担违约责任并赔偿损失。

6.2       The Shareholder shall return to the Baichuang, destroy by other proper means, upon the expiration of the agreement and request of the Baichuang all documents, materials or software and cease to use any of the Confidential Information.

6.3      Article 6 shall survive after the agreement is ceased or terminated.

7.1      This Agreement has been duly executed by the parties’ authorized representatives and terminates until all the call option under this Agreement has been transferred to Baichuang or its designated entities or natural persons.

8.1      Any communications among parties of this Agreement, including notice, requirement and offer shall be delivered in written form.

8.2       In the case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; In case of delivering face to face, the transmission shall be deemed delivered upon delivery; all notices or communications sent by registered mail shall be deemed delivered five (5) Business Days from the time of posting.

9.1      The Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a “Breach” act. Other party (the “Observant Party”) shall ask for remedy measures in reasonable time. If the Breaching Party does not perform any remedy measures in the reasonable time required by the Observant Party or within 10 days after the written notice of the Observant Party, then (1) if the shareholders or the Company is the breaching party, Baichuang can terminate this Agreement and ask for remedies; (2)if Baichuang is the breaching party, the observant party shall ask for remedies, but cannot terminate the Agreement.

 各方同意并确认，如任一现有股东（以下称“违约方”）实质性地违反本协议项下所作的任何一项约定，或实质性地未履行本协议项下的任何一项义务，即构成本协议项下的违约（以下称“违约”），柏创有权要求违约方在合理期限内补正或采取补救措施。如违约方在合理期限内或在柏创书面通知违约方并提出补正要求后十(10)天内仍未补正或采取补救措施的，则柏创有权自行决定选择以下的任一种违约救济方式：(1)终止本协议，并要求违约方给予全部的损害赔偿；或者(2)要求强制履行违约方在本协议项下的义务，并要求违约方给予全部的损害赔偿。

9.2      The Parties agree and confirm that the Shareholders cannot terminate this agreement under any circumstances and for any reason.

9.3      The rights and remedies designated by this Agreement are accumulative, and do not exclude other rights or remedies under laws and regulations.

9.4      Article 9 shall survive after the agreement is ceased or terminated.

10.1    This Agreement shall be executed in three (3) original copies and is hold respectively by each Party, and each original copy has the same legal effect.

 本协议正本一式叁(3)份，本协议之各方当事人各执壹(1)份，每份具有同等法律效力。

10.2    The execution, validity, interpretation, performance, amendment, termination and the dispute resolution of this agreement are governed by the laws of PRC.

10.3    The Parties shall strive to settle any dispute, conflicts, or compensation claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) in connection with this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) days as of one party asked for the settlement, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. The arbitration award shall be final and conclusive and binding upon the Parties.

10.4    Any right, power or remedy granted to a party by one term of this agreement does not exclude the party from any right, power or remedy granted by other terms or laws and regulations. And one party’s performance of its right,  power and remedy does not exclude the party from performing other right, power and remedy.

10.5     No failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

10.6    The headings are for convenience and under no circumstances; the headings shall affect the interpretation of the articles of the agreement.

10.7    This Agreement is severable. If any clause of this Agreement is judged as invalid or non-enforceable according to relevant PRC Laws, such clause shall be deemed invalid only within the applicable area of the PRC Laws, and without affecting other clauses hereof in any way.

10.8    The Parties may amend and supply this Agreement with a written agreement. The amendment and supplement duly executed by the Parties shall be a part of this Agreement and shall have the same legal effect as this Agreement.

10.9    Without prior written approval of Baichuang, the Shareholders can not transfer, pledge or assign any right, benefit or obligation under this agreement. Baichuang can transfer, pledge or assign any right benefit or obligation under this agreement upon notice of the other parties.

  未经柏创的事先书面同意，任何现有股东均不得向任何第三方转让其于本协议下的任何权利及/或义务，柏创有权在通知现有股东后，将其在本协议下的任何权利及/或义务转让给其指定的任何第三方。

10.10  This agreement is binding to all the parties herein and their respective lawful successors and assignees.

  本协议对各方的合法继受人均具有约束力。