BUSINESS OPERATING AGREEMENT DATED: ____________________
BUSINESS OPERATING AGREEMENT
DATED: ____________________
This business operating agreement(Hereafter “Agreement”) is entered into between Shenzhen Guoning New Energy Investment Co. LTD. (Hereafter “Guoning”) and Greenpower International Group Limited (Hereafter “Greenpower”).
It is agreed amongst the parties that:
| 1. | Greenpower will provide Guoning with guidance and instructions on Guoning’s daily operations, financial management and employment issues. |
| 2. | Greenpower has the right to appoint or remove Guoning’s directors and executive officers. |
| 3. | Greenpower agrees to guarantee Guoning’s performance under any agreements or arrangements relating to its business arrangements with any third party. |
| 4. | Greenpower agrees to provide loans to support Guoning’s operation’s capital requirements and to provide a guarantee if the Guoning needs to apply for loans from a third party. |
| 5. | Guoning agrees to pledge its accounts receivable and all of its assets to Greenpower. |
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| 6. | The term of this agreement is for 100 years and may be extended at the option of Greenpower for an additional 100 year term. |
| 7. | Greenpower is entitled to assign to a wholly-owned subsidiary, if one were set up in the future, all the rights to the Guoning as stated in this agreement. |
| 8. | This agreement is effective upon signing by both parties. |
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Shenzhen Guoning New Energy Investment Co. LTD | ||
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Greenpower International Group Limited |
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EQUITY PLEDGE AGREEMENT
DATED: ____________________
Thisequity pledgeagreement(Hereafter “Agreement”) is entered into between Shenzhen Guoning New Energy Investment Co. LTD. (Hereafter “Guoning”) and Greenpower International Group Limited (Hereafter “Greenpower”).
It is agreed amongst the parties that:
| 1. | All the shareholders of Guoning pledge all of their equity interests in Guoning to Greenpower to guarantee its performance of its obligations under the Business Operating Agreement. |
| 2. | If Guoning or its shareholders breaches their respective contractual obligations, Greenpower, as Pledge, will be entitled to certain rights, including the right to sell the pledged equity interests. The 100% shareholders of Guoning also agree that upon occurrence of default, Greenpower shall be granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the 100% shareholders of Guoning to carry out the security provisions of the equity pledge agreement and take any action and execute any instruments that Greenpower deem necessary or advisable to accomplish the purpose of the equity pledge. |
| 3. | 100% of Guoning’s shareholders agree that they will not take any action that will reduce Greenpower’s equity interest in Gruoning or reduce the value of Greenpower’s equity interest in Guoning. |
| 4. | Greenpower has the sole right to terminate this proxy. |
| 5. | The term of this agreement is for 100 years and may be extended at the option of Greenpower for an additional 100 year term. |
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| 6. | Greenpower is entitled to assign to a wholly-owned subsidiary, if one were set up in the future, all the rights to the Guoning as stated in this agreement. |
| 7. | This agreement is effective upon signing by both parties. |
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Shenzhen Guoning New Energy Investment Co. LTD | ||
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Greenpower International Group Limited |
| 2 |
BUSINESS CONSULTANCY AGREEMENT
DATED: ____________________
This business consultancyagreement(Hereafter “Agreement”) is entered into between Shenzhen Guoning New Energy Investment Co. LTD. (Hereafter “Guoning”) and Greenpower International Group Limited (Hereafter “Greenpower”).
It is agreed amongst the parties that:
| 1. | Greenpower will provide Guoning with consulting services and daily operational guidance and instructions on Guoning’s daily operations, financial management and employment issues. |
| 2. | Guoning agrees to pay 100% of its net revenue for each fiscal year that this agreement is in place. |
| 3. | Guoning agrees that it will not sell, assign, transfer or encumber any assets, intellectual rights, account receivable or any interest valued at $100 RMB or more without the written consent of Greenpower. |
| 4. | The term of this agreement is for 100 years and may be extended at the option of Greenpower for an additional 100 year term. |
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| 5. | Greenpower is entitled to assign to a wholly-owned subsidiary, if one were set up in the future, all the rights to the Guoning as stated in this agreement. |
| 6. | This agreement is effective upon signing by both parties. |
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Shenzhen Guoning New Energy Investment Co. LTD | ||
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Greenpower International Group Limited |
| 2 |
IRREVOCABLE POWER OF ATTORNEY
I, Zhang, Jiong, in my capacity as Chairman of The Board of Shenzhen Guoning New Energy Investment Co. LTD and on behalf of Shenzhen Guoning New Energy Investment Co. LTD as authorized by its Board of Directors and Shareholders hereby appoint Greenpower International Group Limited of the British Virgin Islands, as Shenzhen Guoning New Energy Investment Co. LTD attorney in fact to act in its place without any limitations or restrictions except for those provided by law.
Shenzhen Guoning New Energy Investment Co. LTD further grants toGreenpower International Group Limited full authority to act in any manner both proper and necessary to the exercise of the foregoing powers; and hereby ratifies every act that Greenpower International Group Limited may lawfully perform in exercising the above powers.
For valuable consideration of $1,000, receipt of which is acknowledged, I grant to my attorney in fact the rights to certain revenues per agreement from Shenzhen Guoning New Energy Investment Co. LTD. I intend that this power of attorney be coupled with that interest. I declare this power of attorney to be irrevocable and renounce all right to revoke it or to appoint another person to perform the acts referred to in this instrument.
This power of attorney becomes effective upon the signature of Jiong Zhang.
DATED: October 26, 2011
| By: | /s/ Jiong Zhang | |
| Jiong Zhang, Chairman of TheBaord | ||
| Shenzhen Guoning New Energy Investment Co. LTD |
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EXCLUSIVE OPTION AGREEMENT
DATED: ____________________
This exclusive optionagreement(Hereafter “Agreement”) is entered into between Shenzhen Guoning New Energy Investment Co. LTD. (Hereafter “Guoning”) and Greenpower International Group Limited (Hereafter “Greenpower”).
It is agreed amongst the parties that:
| 1. | All the shareholders of Guoning irrevocably grant Greenpower (or its designated person) an exclusive option to purchase, to the extent permitted by law, all or part of the equity interest in Guoning for the minimum amount of consideration permitted by law. |
| 2. | Greenpower has the sole right to decide when to exercise the option, whether in part or full. |
| 3. | The term of this agreement is for 100 years and may be extended at the option of Greenpower for an additional 100 year term. |
| 4. | Greenpower is entitled to assign to a wholly-owned subsidiary, if one were set up in the future, all the rights to the Guoning as stated in this agreement. |
| 5. | This agreement is effective upon signing by both parties. |
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Shenzhen Guoning New Energy Investment Co. LTD |
| DATED: | BY: | /s/ Jiong Zhang |
| Jiong Zhang | ||
| Greenpower International Group Limited |
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