OPERATING AGREEMENTOperating Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
This Operating Agreement (this “Agreement”) is dated March 18, 2009, and is entered into in Pingdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Party A”); Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd.(“Hongli”), including its branch factory, Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd Baofeng Coking Factory (“Baofeng Coking”) and its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”) and Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”, and with Hongli, Baofeng Coking and Hongguang Power collectively referred as “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
Lease Agreement (Translation)Lease Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
As Party A agrees to lease to Party B the 10th Floor of the City Credit Union building located at Kuanggong Road and Tiyu Road of Pingdingshan City, the parties enter into the following agreement through negotiation pursuant to the relevant provisions of the Contract Law:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
This Consulting Services Agreement (this “Agreement”) is dated March 18, 2009, and is entered into in Pingdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Party A”), Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd.(“Hongli”), its branch factory, Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. Baofeng Coking Factory (“Baofeng Coking”) and its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”) and Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”, and with Hongli, Baofeng Coking, Hongguang Power collectively referred to as “Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec • California
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 5, 2010, by and among SINOCOKING COAL AND COKE CHEMICAL INDUSTRIES, INC., a Florida corporation (the “Company”) and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated March 18, 2009, and is entered into in Pengdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), including its branch factory, Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. Baofeng Coking Factory (“Baofeng Coking”) and its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”) and Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”, and with Hongli, Baofeng Coking and Hongguang Power collectively referred as the “Hongli Group”). The Hongli Group is made a party to this Agreement for the purpose of acknowledging the Agreement.
OPTION AGREEMENTOption Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
This Option Agreement (this “Agreement”) is dated March 18, 2009, and is entered into in Pingdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd (“Party A”); Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”), including its branch factory, Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd Baofeng Coking Factory (“Baofeng Coking”) and its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”) and Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”, and with Hongli, Baofeng Coking and Hongguang Power collectively referred as “Party B”); and the undersigned shareholders of Party B (each a “Shareholder” and collectively the “Shareholders” or “Party C”). Party A, Party B and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Pengdingshan City, Henan Province, People’s Republic of China (“PRC” or “China”) as of March 18, 2009 by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Party A”) and the undersigned shareholders (the “Shareholders”) of Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd.(“Hongli”), its branch factory, Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. Baofeng Coking Factory (“Baofeng Coking”), its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”) and Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”, and with Hongli, Baofeng Coking and Hongguang Power collectively referred as the “Hongli Group”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. The Hongli Group is made a party to this Agreement for the purpose of acknowledging the Agreement.
ESCROW AGREEMENT (For PRC Investors)Escrow Agreement • February 8th, 2010 • Ableauctions Com Inc • Services-business services, nec
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of December 21, 2009, by and among AllBright Law Offices, a law office registered in the People’s Republic of China, with an address at Citigroup Tower, 14th Floor No. 33, HuaYuan Shi Qiao Road, Pudong New Area, Shanghai, China 200120 (the “Escrow Agent”), SinoCoking Coal and Coke Chemical Industries, Inc. (prior to the closing of the Share Exchange, “Ableauctions.com, Inc.”), a Florida corporation (the “Company”), and certain investors in the securities of the Company (“Purchasers”). Purchasers, the Escrow Agent and Company collectively referred to herein as the “Parties.” Capitalized terms used herein and not defined shall have the same meanings as set forth in the Securities Purchase Agreement (defined below).
SinoCoking Coal and Coke Chemical Industries, Inc. Kuanggong Road and Tiyu Road 10th Floor, Chengshi Xin Yong She, Tiyu Road Xinhua District, Pingdingshan, Henan Province, China February 5, 2010Ableauctions Com Inc • February 8th, 2010 • Services-business services, nec
SinoCoking Coal and Coke Chemical Industries, Inc., a Florida corporation (the “Company”), is pleased to offer you the position of President and Chief Executive Officer ("CEO”), at a yearly salary to be determined by the board payable to you in monthly installments in accordance with the Company’s standard payroll practices for salaried employees. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.
