DESIGNATION AGREEMENT


 


THIS DESIGNATION AGREEMENT
(this “Agreement”) is entered into as of June 30, 2011, by and among General Red Company, Ltd., a company incorporated
under the laws of the British Virgin Islands (“General Red BVI”), Xingguo General Red Navel Orange Preservation
Company, Ltd., a limited liability company organized under the laws of the People’s Republic of China (“PRC”)
(“Xingguo”) and the majority shareholder of Xingguo (“Shareholder”), and Sheng Da Holdings
Limited, a company incorporated under the laws of British Virgin Islands (“Sheng Da BVI”, and with General Red
BVI, Xingguo and Shareholders collectively referred to as the “Parties”)


 


WHEREAS, in connection
with a certain Consulting Services Agreement dated as of November 17, 2008 (the “Consulting Agreement”), General
Red BVI entered into the Proxy Agreement with Xingguo and Shareholder;


 


WHEREAS, General Red
BVI, Xingguo, Shareholder and Sheng Da BV1 have entered into an agreement dated as of even date herewith, whereby General Red BV1
has transferred the Consulting Agreement and assigned all of its rights and obligations under Consulting Agreement to Sheng Da
BVI;


 


WHEREAS, in connection
with the assignment of the Agreement, General Red BVI desires to assign to Sheng Da BVI all of General Red BVI’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 Xingguo without any limitations, and Sheng Da BVI 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 hereto agree as follows:


 


A.               
DESIGNATION.


 


(1)              
General Red BVI hereby assigns all of its rights and obligations pursuant to the Proxy Agreement to Sheng Da BVI,
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 Xingguo without any limitations, and Xingguo hereby accepts such assignment.


 


(2)              
Xingguo and Shareholder hereby agree General Red BVI assigns all of its rights and obligations pursuant to the Proxy
Agreement to Sheng Da BVI pursuant to Section 1 of this Agreement.


 


(3)              
Xingguo shall cooperate with General Red BVI and take all actions necessary to replace General Red BVI with
Sheng Da BV1.


 






    	



    	 



    
 


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 General Red BVI:


 


General Red Company, Ltd.


 


		Address:	SHIRLEY TRUST COMPANY LIMITED, 90 Main Street, P.O. Box 3099, Road, Town, Tortola, British Virgin Islands.



 


Facsimile:


Attn:Director


 


If to Sheng Da BVI :


 


.Sheng Da Holdings Limited


		Address:	P.O. Box 957, Offshore Incorporation Centre, Road, Town, Tortola, British Virgin Islands



 


Facsimile:


Attn:Director


 


(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 hereto.





 


(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.


 






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(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 General Red BVI and Sheng Da BVI.


 


(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
hereto.


 


(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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SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the Parties hereto 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.


 


General Red BVI:


 


General Red Company, Ltd.


 


By: /s/ Xingping Hou


Name:HOU, Xingping


Title:Director


 


 


Sheng Da BV1:


 


Sheng Da Holding Limited


 


By: /s/ Xingping Hou


Name:HOU, Xing ping


Title:Director


 


 


Xingguo:


 


Xingguo General Red Navel Orange Preservation Company, Ltd.


 


By: /s/ Xingping Hou


Name:HOU, Xingping


Title:Executive Director


 


Shareholder:


 


Xingguo General Fruits Development Company, Ltd.


 


By: /s/ Xingping Hou


Name: HOU, Xingping


Title: Executive Director


 








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