Having exhausted all available administrative remedies, CleanTech seeks a temporary stay, preliminary injunction, and permanent injunction preventing NASDAQ from delisting it from the NASDAQ Stock Exchange, pending CleanTech's appeal of NASDAQ's final delisting decision to the Securities Exchange Commission ("SEC").

1. JS 44C/SDNY
REV. 5/2010
JUDGE FORREST civil c °fRlEECIV 9358
The JS-44 civil cover sheet and the information containecmBrein neither replace nor suppf
ed^rerein nor supplBrrrent tttefittng and service of
<%».
pleadings or other papers as required by law, except as provided by local rules of court. Tbjs^forrji^appcbvad, b^'the 0
Judicial Conference of the United States in September 1974, is required for use of the Clerk of Court for the purpose of
initiating the civil docket sheet.
<fc
'//
?rv *n
PLAINTIFFS DEFENDANTS
Mills
US OiSii
CleanTech Innovations, Inc. Please see attached list.
ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER ATTORNEYS (IF KNOWN)
Fensterstock & Partners LLP, 100 Broadway, New York, NY Gibson, Dunn & Crutcher LLP, 1050 Connecticut Avenue, NW,
10005,(212)785-4100 Washington, DC 20036 (202) 955-8500
CAUSE OF ACTION (cite the us. civil statute under which you are filing and write a brief statement of cause)
(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)
In this removed action, the plaintiff asserts claims under 15 U.S.C. § 78s(g) and U.S. Const, amend. V.
Hasthisor a similar case been previously filed inSDNY at anytime? No? 7 Yes? f_] Judge Previously Assigned
If yes, was this case VolD Invol. LJ Dismissed. NoLJ Yes U If yes, give date. & Case No.
(PLACE AN [x] IN ONE BOX ONLY) NATURE OF SUIT
ACTIONS UNDER STATUTES
TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES
PERSONAL INJURY PERSONAL INJURY 1 J610 AGRICULTURE [ ]422 APPEAL [ ]400 STATE
CONTRACT [ ]620 OTHER FOOD & 28 USC 158 REAPPORTIONMENT
[ ]310 AIRPLANE [ ]362 PERSONAL INJURY - DRUG [ ] 423 WITHDRAWAL [1410 ANTITRUST
[ ] 110 INSURANCE [ ]315 AIRPLANE PRODUCT MED MALPRACTICE 11625 DRUG RELATED 28 USC 157 [ 1430 BANKS & BANKING
[ ] 120 MARINE LIABILITY [ I 365 PERSONAL INJURY SEIZURE OF [ J 450 COMMERCE
[ ]130 MILLER ACT [ ]320 ASSAULT, LIBEL & PRODUCT LIABILITY PROPERTY [ J 460 DEPORTATION
[ ] 140 NEGOTIABLE SLANDER []368 ASBESTOS PERSONAL 21 USC 881 PROPERTY RIGHTS [ 1470 RACKETEER INFLU
INSTRUMENT [ ]330 FEDERAL INJURY PRODUCT [ ]630 LIQUOR LAWS ENCED & CORRUPT
[ J150 RECOVERY OF EMPLOYERS' LIABILITY ( ]640 RR & TRUCK [ ] 820 COPYRIGHTS ORGANIZATION ACT
OVERPAYMENT & LIABILITY [ ]650 AIRLINE REGS [ ] 830 PATENT (RICO)
ENFORCEMENT OF [ ]340 MARINE PERSONAL PROPERTY [ ]660 OCCUPATIONAL [ ] 840 TRADEMARK [1480 CONSUMER CREDIT
JUDGMENT [ ]345 MARINE PRODUCT SAFETY/HEALTH []490 CABLE/SATELLITE TV
[ ] 151 MEDICARE ACT LIABILITY r 1370 OTHER FRAUD [ ]690 OTHER [ 1810 SELECTIVE SERVICE
[ ]152 RECOVERY OF [ ]350 MOTOR VEHICLE r 1371 TRUTH IN LENDING SOCIAL SECURITY XI 850 SECURITIES/
DEFAULTED [ ]355 MOTOR VEHICLE [ ]380 OTHER PERSONAL COMMODITIES/
STUDENT LOANS PRODUCT LIABILITY PROPERTY DAMAGE LABOR [ ] 861 HIA (1395ff) EXCHANGE
(EXCL VETERANS) [ ]360 OTHER PERSONAL M385 PROPERTY DAMAGE [ ] 862 BLACK LUNG (923) [ I 875 CUSTOMER
[ ] 153 RECOVERY OF INJURY PRODUCT LIABILITY [ 1710 FAIR LABOR [ ] 863 DIWC/DIWW (405(g)) CHALLENGE
OVERPAYMENT OF STANDARDS ACT [ J864 SSID TITLE XVI 12 USC 3410
VETERAN'S BENEFITS [ I 720 LABOR/MGMT [ ] 865 RSI (405(g)) [ J890 OTHER STATUTORY
[ ] 160 STOCKHOLDERS SUITS RELATIONS ACTIONS
[ ] 190 OTHER CONTRACT [ I 730 LABOR/MGMT [ 1891 AGRICULTURAL ACTS
[ ] 195 CONTRACT PRODUCT REPORTING & FEDERAL TAX SUITS [ ]892 ECONOMIC
LIABILITY DISCLOSURE ACT STABILIZATION ACT
[ 1196 FRANCHISE [ I 740 RAILWAY LABOR ACT [ ) 870 TAXES (U.S. Plaintiff or [ ]893 ENVIRONMENTAL
ACTIONS UNDER STATUTES [ I 790 OTHER LABOR Defendant) MATTERS
LITIGATION [ ] 871 IRS-THIRD PARTY [I 894 ENERGY
CIVIL RIGHTS PRISONER PETITIONS [ 1791 EMPL RET INC 26 USC 7609 ALLOCATION ACT
REAL PROPERTY SECURITY ACT [ J895 FREEDOM OF
[ ]441 VOTING [1510 MOTIONS TO INFORMATION ACT
[ ]210 LANDCONDEMNATION [ ]442 EMPLOYMENT VACATE SENTENCE IMMIGRATION [ )900 APPEAL OF FEE
[ ] 220 FORECLOSURE [ ]443 HOUSING/ 20 USC 2255 DETERMINATION
[ ] 230 RENT LEASE & ACCOMMODATIONS [ J 530 HABEAS CORPUS [ 1462 NATURALIZATION UNDER EQUAL ACCESS
EJECTMENT [ ]444 WELFARE [ ]535 DEATH PENALTY APPLICATION TO JUSTICE
[ ] 240 TORTS TO LAND [ ]445 AMERICANS WITH r 1540 MANDAMUS & OTHER [ I 463 HABEAS CORPUS- [ J950 CONSTITUTIONALITY
[ ] 245 TORT PRODUCT DISABILITIES - T 1550 CIVIL RIGHTS ALIEN DETAINEE OF STATE STATUTES
LIABILITY EMPLOYMENT [1555 PRISON CONDITION [ I 465 OTHER IMMIGRATION
[ ] 290 ALL OTHER [ ]446 AMERICANS WITH
REAL PROPERTY DISABILITIES -OTHER
[ ] 440 OTHER CIVIL RIGHTS
Check if demanded in complaint:
n CHECK IF THIS IS A CLASS ACTION DO YOU CLAIM THIS CASE IS RELATED TO A CIVIL CASE NOW PENDING IN S.D.N.Y.?
UNDER F.R.C.P. 23 IF SO, STATE:
DEMAND $_ OTHER JUDGE DOCKET NUMBER
Check YES only if demanded in complaint
JURY DEMAND: • YES 0 NO NOTE: Please submit at the time of filing an explanation of why cases are deemed related.

2. (PLACE AN x IN ONE BOX ONLY) ORIGIN
I I 1 Original IjlJ 2a. Removed from I I3 Remanded from I I 4 Reinstated or I | 5 Transferred from | | 6 Multidistrict I I 7 Appealto District
Proceeding State Court Appellate Court Reopened (Specify District) Litigation Judge from
Magistrate Judge
Li 2b.Removed from
Judgment
State Court AND
at least one
party is pro se.
(PLACE AN x IN ONE BOX ONLY) BASIS OF JURISDICTION IF DIVERSITY, INDICATE
• 1 U.S. PLAINTIFF • 2 U.S. DEFENDANT 0 3 FEDERAL QUESTION Q4 DIVERSITY CITIZENSHIP BELOW.
(U.S. NOT A PARTY) (28 USC 1322, 1441)
CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)
(Place an [X] in one box for Plaintiff and one box for Defendant)
PTF DEF PTF DEF PTF DEF
CITIZEN OF THIS STATE [11 [ 11 CITIZEN OR SUBJECT OF A [ 13 [ 13 INCORPORATED and PRINCIPAL PLACE []5 []5
FOREIGN COUNTRY OF BUSINESS IN ANOTHER STATE
CITIZEN OF ANOTHER STATE []2 [)2 INCORPORATED or PRINCIPAL PLACE []4 []4 FOREIGN NATION [16 [ ]6
OF BUSINESS IN THIS STATE
PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)
DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)
DEFENDANT(S) ADDRESS UNKNOWN
REPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN THE
RESIDENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:
Check one: THIS ACTION SHOULD BE ASSIGNED TO: • WHITE PLAINS 7 MANHATTAN
(DO NOT check either box if this a PRISONER PETITION.)
DATE12/20/2011 SIGNATURE OF ATTORNEY OF RECORD ADMITTED TO PRACTICE IN THIS DISTRICT
[ ] NO 14 1985
RECEIPT*
Q*4»t ,Cox
fc] YES (DATE ADMITTED Mo.
Attorney Bar Code # 1962
Yr. )
Magistrate Judge is to be designated by the Clerk of the Cou rt. 1%. JUDGE DOISGER
Magistrate Judge is so Designated.
Ruby J. Krajick, Clerk of Court by. Deputy Clerk, DATED
UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)

3. JUDGE*OKKEST
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
CLEANTECH INNOVATIONS, INC.,
Plaintiff,
NASDAQ STOCK MARKET, LLC;
11 cw 9S58
MERIT E. JANOW; STEPHEN D. BARRETT;
DANIEL C. BIGELOW; MICHAEL J. :--o
CURRAN; JOHN A. FRY; WILLIAM o
LYONS; JOHN D. MARKESE; DOUGLAS
MELAMED; ERIC W. NOLL; WENDY
WHITE; and NASDAQ OMX GROUP, INC., i 3
Defendants.
NOTICE OF REMOVAL
Defendants NASDAQ Stock Market, LLC, Merit E. Janow, Stephen D. Barrett, Daniel C.
Bigelow, Michael J. Curran, John A. Fry, William Lyons, John D. Markese, Douglas Melamed,
Eric W. Noll, Wendy White, and NASDAQ OMX Group, Inc. respectfully notice this Court that:
1. A civil action was commenced on December 20, 2011 in the Supreme Court of
the State of New York, bearing index number 653524-11, captioned CleanTech Innovations, Inc.
v. NASDAQStock Market, LLC (the "state-court action").
2. Defendants were served with the Complaint on December 20, 2011. A copy of
the Complaint is attached as Exhibit A. This Notice of Removal is filed within 30 days of
Defendants' receipt of the initial pleading. Removal is therefore timely under 28 U.S.C.
§ 1446(b).
3. On December 20, 2011, Plaintiff CleanTech Innovations, Inc. ("CleanTech") filed
a proposed order to show cause in the state-court action, along with a memorandum of law and
supporting affidavits by Blair C. Fensterstock and Arnold Staloff, seeking a temporary

4. restraining order against Defendants. In addition, on December 20, 2011, CleanTech filed a
notice of motion for admission of Arlen Specter pro hac vice, along with a proposed order and
supporting affidavits by Arlen Specter and Blair C. Fensterstock. The same day, the Supreme
Court of the State of New York granted the order to show cause and also granted the motion for
admission pro hac vice. A copy of these filings is attached as Exhibit B. No other pleadings or
orders have been entered with regard to any of the papers served or filed in the state-court action.
4. This action is removable to this Court under 28 U.S.C. § 1441(a) in that it is a
civil action over which this Court has original and exclusive federal question jurisdiction under
the provisions of 28 U.S.C. § 1331 and 15 U.S.C. § 78aa because the action arises out of and
seeks to enforce a duty or liability created by the Securities Exchange Act of 1934 ("Exchange
Act"), 15 U.S.C. § 78 et seq. NASDAQ Stock Market, LLC is a self-regulatory organization
registered with the Securities and Exchange Commission as a national securities exchange
pursuant to the Exchange Act, as amended. 15 U.S.C. § 78f et seq. The Complaint challenges a
decision by NASDAQ to delist CleanTech's stock from its exchange; NASDAQ and the other
defendants—the members of its Board of Directors and its parent company—were involved in
the delisting proceedings only because of NASDAQ's functions as a self-regulatory
organization. The propriety of Defendants' conduct identified in the Complaint must be
determined exclusively by federal law. See 15 U.S.C. § 78aa.
5. The Complaint expressly "arisfes] under the Constitution, laws, or treaties of the
United States." 28 U.S.C. § 1331. CleanTech asserts, as its third cause of action, that NASDAQ
has "arbitrarily and capriciously attempted] to delist CleanTech from its stock exchange," in
purported "violation] [of] Section 19(g) of the [Exchange] Act and the Rules promulgated
thereunder by the SEC." Compl. ^f 110. Similarly, CleanTech's fourth cause of action asserts

5. that the same alleged conduct failed to "afford CleanTech the due process to which it is entitled
under the U.S. Constitution when faced with a regulatory action." Id. If 115. Because federal
law supplies the causes of action, if any, invoked by CleanTech in these claims, its suit arises
under federal law. See, e.g., Am. Well Works Co. v. Layne & Bowler Co., 241 U. S. 257, 260
(1916) ("A suit arises under the law that creates the cause of action."), quoted with approval in
Franchise Tax Bd. v. Constr. Laborers Vacation Trustfor S. Cal, 463 U.S. 1, 8-9 (1983).
6. In addition, removal is proper because CleanTech's suit falls within the exclusive
jurisdiction of the federal courts. Under 15 U.S.C. § 78aa, "[t]he district courts of the United
States ... shall have exclusive jurisdiction of violations of [the Exchange Act] or the rules and
regulations thereunder, and of all suits in equity and actions at law brought to enforce any
liability or duty created by [the Exchange Act] or the rules and regulations thereunder."
CleanTech's complaint alleges both that Defendants "violated Section 19(g) of the [Exchange]
Act, Compl. ^[110, and that they "violated the mandated procedures under NASDAQ and SEC
rules," id. 78. These allegations can be addressed only in federal court. See, e.g., Sparta
Surgical Corp. v. NASD, 159 F.3d 1209, 1212 (9th Cir. 1998) ("federal courts are vested by 15
U.S.C. § 78aa with the exclusive jurisdiction over actions brought 'to enforce any liability or
duty' created by exchange rules"); Christian, Klein, & Cogburn v. NASD, 970 F. Supp. 276, 278
(S.D.N.Y. 1997) (Sotomayor, J.) (upholding removal of complaint against a self-regulatory
organization that "directly invoke[d] violations of federal securities laws as a basis" for the
requested relief).
7. A copy of the Notice of Filing of Notice of Removal is attached as Exhibit C.
Promptly after filing this Notice of Removal, FINRA will serve the Notice of Filing of Notice of

6. Removal on CleanTech, and will file a copy with the Clerk of the Supreme Court of the State of
New York, as required by 28 U.S.C. § 1446(d).
8. WHEREFORE, FINRA removes the state-court action from the Supreme Court of
the State of New York to the United States District Court for the Southern District of New York.
Dated: December 20, 2011 Respectfully submitted,
Douglas^.. Cox (DC-1962)
'ouelas^R. (DC-196:
Counsel ofRecord
F. Joseph Warin
Scott P. Martin
GIBSON, DUNN & CRUTCHER LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 955-8500
Fax: (202) 467-0539
Counselfor Defendants

7. CERTIFICATE OF SERVICE
I hereby certify that on December 20, 2011, the foregoing Notice of Removal was served
by commercial carrier for next-day delivery upon the following:
Blair C. Fensterstock, Esq.
FENSTERSTOCK & PARTNERS LLP
100 Broadway
New York, N.Y. 10005
Counselfor Plaintiff
otTP. Martin
Sco
GIBSON, DUNN & CRUTCHER LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
Telephone: (202) 955-8500
Facsimile: (202) 530-4238

8. SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
CLEANTECH INNOVATIONS, INC., Index No. ^ 5 2^ |
Plaintiff, Date ofFiling: J^/Zfc/^l
Plaintiff has designated
New York County as the
NASDAQ STOCK MARKET, LLC; MERIT E. JANOW; place of trial pursuant to
STEPHEN D. BARRETT; DANIEL C. BIGELOW; CPLR § 503(1), based upon
MICHAEL J. CURRAN; JOHN A. FRY; the residence of some
WILLIAM LYONS; JOHN D. MARKESE; Defendants.
DOUGLAS MELAMED; ERIC W. NOLL;
WENDY WHITE; and NASDAQ OMX GROUP, INC.,
Defendants.
SUMMONS
To the above named Defendants:
YOU ARE HEREBY SUMMONED to answer the Complaint in this action and to serve a
copy of your answer, or if the Complaint is not served with this summons, to serve a notice of
appearance, on the Plaintiffs attorneys within twenty (20) days after the service of this
summons, exclusive of the day of service (or within thirty (30) days after the service is complete
if this summons is not personally delivered to your within the State of New York); and in case of
your failure to appear or answer, judgment will be taken against you by default for the relief
demanded in the Complaint.

9. Dated: December 20, 2011
FENSTERSTOCK & PARTNERS LLP
AlAJb (jtJjM&i
Blair C. Fensterstock
Thomas A. Brown II
Eugene D. Kublanovsky
Michael T. Phillips II
Kristen M. Madison
100 Broadway
New York, New York 10005
(212) 785-4100
Counselfor PlaintiffCleanTech
Innovations, Inc.
Hon. Arlen Specter
Attorney-at-Law
1525 Locust Street, Nineteenth Floor
Philadelphia, PA 19102
(215 735-4200
Counselfor PlaintiffCleanTech
Innovations, Inc.
TO: Office of General Counsel
The NASDAQ Stock Market, LLC
805 King Farm Blvd.
Rockville, MD 20850
Eric Noll
The NASDAQ Stock Market, LLC
805 King Farm Blvd.
Rockville, MD 20850
Edward S. Knight, Esq.
NASDAQ OMX
One Liberty Plaza
New York. NY 10006

10. ATTACHMENT A
List of Defendants:
Nasdaq Stock Market, LLC
Merit E. Janow
Stephen D. Barrett
Daniel C. Bigelow
Michael J. Curran
John D. Markese
Douglas Meland
Eric W. Noll
Wendy White
Nasdaq OMX Group, Inc.

11. Stephen D. Barrett
H.C. Wainwright & Co., Inc.
52 Vanderbilt Avenue
New York, NY 10017
Daniel C. Bigelow
Monadnock Capital Management, LP
1900 Market Street
Philadelphia, PA 19103-3527
Michael J. Curran
Centerline Group
625 Madison Avenue
New York, NY 10022
John D. Markese
One Liberty Plaza
New York, NY 10006
Wendy White, Esq.
University of Pennsylvania
133 South 36th Street, Suite 300
Philadelphia, PA 19104
Merit E. Janow
Weatherhead East Asian Institute
Columbia University
420 West 118th Street, MC 3323
New York, NY 10027
A. Douglas Melamed, Esq.
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
John A. Fry
Drexel University
3141 Chestnut Street
Philadelphia, PA 19104
William M. Lyons
Morningstar, Inc.
22 West Washington Street
Chicago, IL 60602

12. SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
x
CLEANTECH INNOVATIONS, INC., Index No. (jffi 5 2M v/1
Plaintiff COMPLAINT
v.
NASDAQ STOCK MARKET, LLC; MERIT E. JANOW;
STEPHEN D. BARRETT; DANIEL C. BIGELOW;
MICHAEL J. CURRAN; JOHN A. FRY;
WILLIAM LYONS; JOHN D. MARKESE;
DOUGLAS MELAMED; ERIC W. NOLL;
WENDY WHITE; and NASDAQ OMX GROUP, INC.,
Defendants.
Plaintiff CleanTech Innovations, Inc. ("CleanTech") brings this action for injunctive
relief against Defendants NASDAQ Stock Market, LLC ("NASDAQ"); NASDAQ's Board of
Directors (individually, Merit E. Janow, Stephen D. Barrett, Daniel C. Bigelow, Michael J.
Curran, John A. Fry, William Lyons, John D. Markese, A. Douglas Melamed, Eric W. Noll, and
Wendy White; collectively, the "Directors"); and NASDAQ's parent company the NASDAQ
OMX Group ("OMX"). By and for its Complaint, CleanTech alleges as follows:
INTRODUCTION
1. CleanTech is a U.S. publicly-traded company and market leader in China's clean energy
industry. It is a leading designer and manufacturer of wind turbines and other wind energy
technologies. Since December 15, 2010, CleanTech has been listed on the NASDAQ under the
stock symbol CTEK.
2. Having exhausted all available administrative remedies, CleanTech seeks a temporary
stay, preliminary injunction, and permanent injunction preventing NASDAQ from delisting it
I

13. from the NASDAQ Stock Exchange, pending CleanTech's appeal of NASDAQ's final delisting
decision to the Securities Exchange Commission ("SEC").
3. NASDAQ arbitrarily and capriciously determined to delist CleanTech through a slapdash
and sporadic process in contravention of NASDAQ's Stock Market Equity Rules, the Securities
Exchange Act of 1934 (the "Act") and the Rules promulgated thereunder by the SEC, and due
process under the Constitutions of the United States and State of New York.
4. NASDAQ has created this emergency. On December 16, 2011, NASDAQ filed a Form
25 Delisting Notice with the SEC, despite the fact that CleanTech's appeal to the SEC is still
pending. Without judicial intervention, NASDAQ's delisting of CleanTech will be effective 10
days after filing - on December 26, 2011.
5. Delisting CleanTech prior to the SEC's decision on the merits of CleanTech's appeal will
cause the Company irreparable harm - making it difficult for the Company to operate or raise
needed capital and pushing the company into insolvency.
6. Maintaining the status quo, in which CleanTech is suspended from trading on the
NASDAQ but is not delisted, would fairly balance the equities and present no harm to NASDAQ
or the public markets. By preserving the status quo, the SEC would have time to hear the merits
of CleanTech's appeal and CleanTech would be able to operate effectively in the clean energy
marketplace.
THE PARTIES
7. Plaintiff CleanTech Innovations, Inc. is a U.S. publicly-traded company headquartered in
China. Its principal place of business is C District, Maoshan Industrial Park, Tiding Economic
Development Zone, Tiding City, Liaoning Province, China 112616.

14. 8. Defendant NASDAQ Stock Market LLC is a Delaware Limited Liability Company with
its principal place of business at One Liberty Plaza, 165 Broadway, New York, New York,
10006. NASDAQ operates as a non-profit entity, with its profits and losses allocated to
Defendant NASDAQ OMX Group, Inc.
9. Defendant NASDAQ OMX Group, Inc. is a Delaware Corporation with its principal
place of business at One Liberty Plaza, 165 Broadway, New York, New York, 10006.
10. Defendant Merit E. Janow is the Chairwoman of the NASDAQ Stock Market LLC Board
of Directors. She is a Professor in the Practice of International Economic Law and International
Affairs at the School of International and Public Affairs ("SIPA") of Columbia University.
Professor Janow is the Director of the Program in International Finance and Economic Policy at
SIPA and Co-Director of Columbia's APEC Study Center. In addition, she serves on the faculty
of the Weatherhead East Asian Institute and the Center on Japanese Economy and Business at
Columbia Business School. Upon information and belief, her address is at the Weatherhead East
Asian Institute, 420 West 118th Street, MC 3323, New York, New York 10027.
11. Defendant Stephen D. Barrett is a member of the NASDAQ Stock Market LLC Board of
Directors. Mr. Barrett is the Chief Executive Officer of H.C. Wainwright & Co., Inc., an
investment banking firm. He also serves as Managing Partner of Barrett Associates LLC.
Previously, he served as Vice President of Merrill Lynch and Co. and as Vice Chairman of
NASDAQ OMX BX, Inc. Upon information and belief, his address is at H.C. Wainwright & Co.,
Inc., 52 Vanderbilt Avenue, New York, New York 10017.
12. Defendant Daniel C. Bigelow is a member of the NASDAQ Stock Market LLC Board of
Directors. He is the President of Monadnock Capital Management LP. Upon information and

15. belief, his address is at Monadnock Capital Management, LP, 1900 Market Street, Philadelphia,
Pennsylvania 19103-3527.
13. Defendant Michael J. Curran is a member of the NASDAQ Stock Market LLC Board of
Directors. He is the Senior Managing Director and Interim Co-Head of the Affordable Housing
Group at Centerline Capital Group, Inc. and serves as its Head of Asset Management. Upon
information and belief, his address is at Centerline Capital Group, Inc., 625 Madison Avenue,
New York, New York 10022.
14. Defendant John A. Fry is a member of the NASDAQ Stock Market LLC Board of
Directors. Since 2010, he has served as the President of Drexel University. He is also a director
of Community Health Systems, Delaware Investments, and NASDAQ-OMX. Upon information
and belief, his address is at Drexel University, 3141 Chestnut Street, Philadelphia, Pennsylvania
19104.
15. Defendant William Lyons is a member of the NASDAQ Stock Market LLC Board of
Directors. He is the Independent Director in the Technology, Information, and Delivery Services
Sector at Morningstar, Inc. Upon information and belief, his address is at Morningstar, Inc., 22
West Washington Street, Chicago, Illinois 60602.
16. Defendant John D. Markese is a member of the NASDAQ Stock Market LLC Board of
Directors. Since 1992, he has served as the President and Chief Executive Officer of the
American Association of Individual Investors. He has been a Director of NASDAQ OMX
PHLX, Inc. since July 1, 2011 and NASDAQ OMX Group, Inc. since May 1996. Upon
information and belief, his address is at the NASDAQ headquarters, One Liberty Plaza, 165
Broadway, New York, New York 10006.
I
I

16. 17. Defendant A. Douglas Melamed is a member of the NASDAQ Stock Market LLC Board
of Directors. He is the Senior Vice President and General Counsel at Intel Corporation. Upon
information and belief, his address is at Intel Corporation, 2200 Mission College Blvd., Santa
Clara, California 95054-1549.
18. Defendant Eric W. Noll is a member of the NASDAQ Stock Market LLC Board of
Directors. He is the current Chief Executive Officer of the NASDAQ Stock Market LLC and the
NASDAQ OMX BX, Inc. As Executive Vice President of Transaction Services of the United
States and United Kingdom at NASDAQ OMX Group, Inc., he oversees the trading operations
of all United States Transaction Services business and is responsible for NASDAQ OMX
Europe. Upon information and belief, his address is at the NASDAQ headquarters, One Liberty
Plaza, 165 Broadway, New York, New York 10006.
19. Defendant Wendy White is a member of the NASDAQ Stock Market LLC Board of
Directors. She is the Senior Vice President and General Counsel of the University of
Pennsylvania and Penn Medicine. Upon information and belief, her address is at the University
of Pennsylvania and University of Pennsylvania Health System, 133 South 36th Street, Suite
300, Philadelphia, Pennsylvania 19104.
JURISDICTION AND VENUE
20. This Court has personal jurisdiction over the Defendants under CPLR §§301 and 302
because they do and transact business in New York, and because many of the material
procedures, events, and occurrences giving rise to the claims alleged herein took place in New
York.

17. 21. Venue is proper in this county pursuant to CPLR § 503(a) because one or more of the
Defendants, including NASDAQ and OMX, had their headquarters in New York County, New
York at all relevant times.
NASDAQ ARBITRARILY AND CAPRICIOUSLY
DETERMINES TO DELIST CLEANTECH
22. Starting on December 15, 2010, CleanTech has been listed on the NASDAQ, having been
approved by NASDAQ Listing Qualifications on December 10, 2010. Fensterstock Aff.1 Ex. 5.
This listing was approved following a five-month review process which included extensive
vetting of, and review of information about, CleanTech's relationship with a successful private
investor and corporate advisor (the "Consultant") referenced in an August 2010 article in
Barron's, the business publication. Fensterstock Aff. Ex. 2.
23. Shortly after approving CleanTech's listing on the NASDAQ, NASDAQ Listing
Qualifications Staff (the "Staff) began requesting additional information about CleanTech's
relationship with the Consultant. The Staff requested information regarding CleanTech's
relationship with the Consultant and any affiliated persons or entities, pursuant to NASDAQ
Rules 5205(e) and 5250(a)(1), which empower the Staff to request such information and delist
companies if they do not provide that information. Fensterstock Aff. Ex. 2.
24. On December 13, 2010, CleanTech consummated a $20 million financing which was
urgently needed to permit CleanTech to meet mid-December bid deadlines for major wind tower
contracts for 2011. This financing permitted CleanTech to win over $20 million in contracts
with major energy producers. Fensterstock Aff. Exs. 2, 4, 6.
25. CleanTech provided a plethora of information responsive to the Staffs requests,
demonstrating that there was no improper relationship or conduct. Fensterstock Aff. Exs. 2, 4.
1 "Fensterstock Aff." refers to the Affidavit of BlairC. Fensterstock in Support of Plaintiffs Orderto Show Cause
with a Temporary Restraining Order and its attached Exhibits.

18. CleanTech made further disclosures in its Form 8-K, filed with the SEC onDecember 16, 2010.
Fensterstock Aff. Ex. 6.
26. CleanTech filed an S-l Registration Statement on December 16, 2010 to register investor
shares, which was subject to complete SEC scrutiny and review. The SEC cleared the S-l
without any staff comments.
27. Despite the fact that CleanTech provided the information and disclosed it in its December
16, 2010 Form 8-K, the Staff argued that CleanTech withheld material information regarding a
financing plan involving the Consultant and his affiliate companies, which was consummated in
December 2010 (the "December Financing"). Fensterstock Aff. Exs. 2, 7, 9.
28. Contrary to the theories espoused by the NASDAQ Staff and ultimately ratified by
Defendants' determination to delist CleanTech, the December Financing was in no way
connected to or conditioned upon CleanTech's being approved for listing on the NASDAQ, and
CleanTech promptly, timely, and pursuant to all rules and procedures, disclosed the financing in
its December 16, 2010 Form 8-Kand S-l aftersecuring it. Fensterstock Aff. Ex. 18.
29. CleanTech further pointed out that it had timely, and pursuant to all proper procedures,
informed the Staff of CleanTech's continuing relationship with the Consultant and his affiliate
companies during the listing application process, and that the Staffhad issued no objection to
CleanTech's ties. That process was thorough, complete, and informed the staff of the
Consultant's activities and relationship with CleanTech and included the production of hundreds
of pages of e-mails, the forced production of attorney-client information, and extensive
interviews. Fensterstock Aff. Exs. 2, 4, 17, 18.
30. Finally, on January 13, 2011, the Staff notified CleanTech that it had determined to delist
CleanTech from NASDAQ, in contravention of NASDAQ's Stock Market Equity Rules, the Act

19. and the Rules promulgated thereunder by the SEC, and due process under the Constitutions of
the United States and State of New York. Fensterstock Aff. Ex. 7.
31. CleanTech requested a hearing on January 20, 2011, as a result of the Staffs
determination. The NASDAQ Listing Qualification Hearing Panel (the "Hearing Panel") heard
oral arguments with respect to the CleanTech's Delisting on February 24, 2011 in Washington
D.C. (the "Hearing"). Fensterstock Aff. Ex. 8.
Michael Emen's Discriminatory Comments to the Hearing Panel
32. Representing the Staff at the Hearing was Michael Emen, among others. Mr. Emen, in
putting forth the Staffs position supporting the CleanTech Delisting, spoke at length regarding
the NASDAQ's official —and blatantly discriminatory ~ policy against Chinese companies that
seek listing on the NASDAQ through a mechanism known as reverse mergers. Fensterstock Aff.
Ex.8.
33. Mr. Emen did not hide his contempt for such Chinese companies, or the people who
promote them. Indeed, Mr. Emen proudly admitted singling out such companies and their listing
applications for special consideration, stating that "[o]ver the past year, we've developed
expansive procedures to use in reviewing just this type of company that go well beyond what we
do with other applications." Fensterstock Aff. Ex. 8 at 59:15-18. Mr. Emen's statements clearly
indicate that the Staff, rather than apply the same set of procedures for each company that seeks
to be listed on the NASDAQ, instead used a different and racially profiling set of procedures for
a separate class of companies that had one thing in common: their management is Chinese, even
though they are American companies complying with American securities laws.
34. The Staff, by its own admission, applied a double standard to companies that sought
listing on the NASDAQ based on nothing more than whether the listing applications were from

20. China-based companies. In so doing, theNASDAQ applied blatant discriminatory practices and
procedures to single out China-based companies for review and delisting. Fensterstock Aff. Ex.
8.
35. Mr. Emen's bias against China-based companies and reverse mergers are evident in his
statements at the Hearing, including the following examples:
a. "The key regulatory challenge facing us today - NASDAQ - is how to effectively
mitigate the regulatory and reputational risks associated with the listing of Chinese reverse
merger companies..." Fensterstock Aff. Ex. 8 at 58:10-14.
b. "Today, nearly 15 percent of our applications come from China, and the majority
of our 180 Chinese listings are the result of reverse mergers." Fensterstock Aff. Ex. 8 at 58:15-
18.
c. "There's a cottage industry here and in Chinawhich is devoted to arranging these
reverse merger transactions." Fensterstock Aff. Ex. 8 at 58:22-59:2.
d. "Among the promoters the press is focused on are [the Consultant] and his close
associate Ming Li, who, through control of firms here and in China, orchestrated the entire
process through which CleanTech went public and became listed." Fensterstock Aff. Ex. 8 at
59:22-60:4.
36. What is more, Mr. Emen's comments at the Hearing reveal that it was the involvement of
the Consultant, rather than any issue regarding CleanTech's alleged untimely disclosure of
information, which resulted in the Staffs request that it be delisted. In fact, when questioned
about whether CleanTech could apply in the future for re-listing, Mr. Emen responded
"[c]ertainly we'd be looking, among other things, at the company's then relationship with [the
Consultant] and his associates in making that decision." Fensterstock Aff. Ex. 8 at 73:8-11.
I

21. 37. Despite the fact that the Consultant was not accused, at any time, of any wrongdoing
related to CleanTech, the staff singled out CleanTech's mere association with the Consultant as a
reason for delisting, and went so far as to suggest that any future consideration regarding re
listing CleanTech on the NASDAQ was dependent on, as Mr. Emen stated, "the company's then
relationship with [the Consultant]." Fensterstock Aff. Ex. 8 at 73:8-11.
38. Mr. Emen's comments at the Hearing revealed the true motivation behind the Staffs
reason to delist CleanTech: (1) the fact that it was a Chinese company, and (2) its association
with the Consultant. Mr. Emen sought to paint CleanTech in a negative light based solely on its
association with the Consultant and his reputation - not CleanTech's. As Mr. Emen stated at the
Hearing, "[i]t doesn't matter whether [the Consultant's] reputation is deserved or not. What
matters is that he is notorious. We knew of his reputation. We were concerned about it. We
were entitled to ask about it and we've asked about it through the very end of the approval
process." Fensterstock Aff. Ex. 8 at 61:18-62:2.
39. Mr. Emen's comments are particularly notable because CleanTech's association with the
Consultant was not listed by the Staff as a basis for delisting, yet the Staff devoted tremendous
time and effort to the Consultant at the Hearing and, indeed, throughout the initial listing process.
40. Notably, despite the Staffs stated "concerns" regarding the Consultant, prior to
NASDAQ's initial approval of CleanTech's listing on the NASDAQ, the Staff had met with,
interviewed, and questioned the Consultant for almost five hours. All of his career, regulatory
history, and the false and misleading articles and blogs about him were explained fully. The
Staffknew full well of his role and relationship with CleanTech, and they nevertheless approved
CleanTech's listing. Mr. Emen and the Staff only subsequently, at the Hearing, sought to
leverage the selective negative press and innuendo they could find concerning the Consultant, to
10
I

22. support their delisting case. Then, they delisted CleanTech basedon fabricated and unsupported
reasons. Fensterstock Aff. Exs. 2, 4, 17.
41. It is apparent that the Staffs false allegation that CleanTech failed to timely disclose
material information was merely an artifice created to single out a China-based company for
delisting based predominately on its association with an individual, who Mr. Emen insinuated
had a "notorious reputation," but against whom no allegations of wrongdoing concerning any
aspect of the CleanTech listing was ever levied and who has never been accused of any criminal
activity. Fensterstock Aff. Ex. 8 at 61:20.
42. Mr. Emen's comments to the Hearing Panel were a ruse to shift the focus away from the
Staffs weak case against CleanTech and its pre-judgment that it would delist CleanTech as a
China-based scapegoat.
The Hearing Panel Determines to Delist CleanTech
43. On February 28, 2011, based primarily upon irrational animus against China-based
companies and businesspeople, the Hearing Panel wrongfully determined to delist CleanTech
from the NASDAQ, in contravention of NASDAQ's Stock Market Equity Rules, the Act and the
Rules promulgated thereunder by the SEC, and due process under the Constitutions of the United
States and State of New York. Fensterstock Aff. Ex. 9.
44. On March 2, 2011, NASDAQ suspended CleanTech from trading on the NASDAQ.
Fensterstock Aff. Ex. 24.
45. Since being suspended from trading and threatened with delisting, CleanTech's stock
price has fallen from a high of $9.00 to $0.70 - a precipitous decline in market capitalization
equal to approximately $200 million. Fensterstock Aff. Ex. 22.
11

23. The Council Sides With CleanTech and Then Reverses Course
46. CleanTech appealed to the NASDAQ Listing and Hearing Review Council (the
"Council"), the body charged with reviewing Hearing Panel decisions, on February 28, 2011 —
the very same day as the Hearing Panel's determination that CleanTech should be delisted.
Fensterstock Aff. Exs. 9, 10.
47. The Council heard new evidence demonstrating that CleanTech's relationship with the
Consultant and the December Financing - in which the Consultant's companies played a part -
were proper.
48. On April 27, 2011, Apollo Asia Management L.P. ("Apollo"), an investment fund located
at 9 West 57th Street, New York City, with $68 billion under management and a sophisticated
shareholder of CleanTech stock, submitted a letter to the NASDAQ Office of Appeals and
Review. Apollo submitted this letter not "on behalf of [CleanTech] ... only to offer the
perspective of a sophisticated shareholder on the circumstances that seem to have led to
[CleanTech's]-Nasdaq delisting." Fensterstock Aff. Ex. 12, p. 1.
49. In its letter, Apollo noted that it "[was] well aware of [CleanTech's] affiliation with the
[Consultant] and companies with whom the [Consultant] is affiliated. We are aware of the 2010
Barron's article casting aspersions on [the Consultant] and aware that he may have had
regulatoryproblems in the past. Although his problems occurred in the distant past, and could be
considered by many as minor, we take them seriously. Nonetheless, we have at no time felt that
the affiliation with [the Consultant] has been detrimental to [CleanTech]." Fensterstock Aff. Ex.
12, p. 2.
50. In its letter, Apollo also described the circumstances surrounding the December
Financing being reviewed by NASDAQ.
12

24. "The Council should understand that the benefits to [CleanTech] were
considerable, as the financing allowed [CleanTech] to secure business
opportunities that would not have otherwise been available to it, and made
[CleanTech] more creditworthy by expanding the size and stability of its capital
base. It is also noteworthy that the financing appeared to us to have come
together quickly, of necessity, due to contract bid deadlines [CleanTech] was
facing. Apollo is extremely active in financing markets. Although Apollo was
not involved in this [CleanTech] financing, we have had no reason to believe,
either before or after the financing, that better terms were available than those
obtained." FensterstockAff. Ex. 12,p. 2.
51. In its letter, Apollo concluded:
"In summary, we are of the opinion that, to our knowledge, [CleanTech] has not
done anything that is materially harmful or dangerous to existing or future
shareholders. Nasdaq's decision to delist, however, has negatively impacted the
value of [CleanTech] stock, limited the ability of shareholders to exit their
investments and jeopardizes [CleanTech's] future. We think it is ironic and most
unfortunate that the very constituency Nasdaq aims to protect should be so
negatively affected by its decision. We appreciate that every delisting has
potential to harm existing shareholders, and that this criterion alone cannot
therefore be the sole reason for overturning a delisting decision. But when
viewed alongside questioned company actions that have not harmed shareholders,
and that have in some cases helped shareholders, Nasdaq's decision to delist
[CleanTech] seems unduly harsh." (Emphasis added.) Fensterstock Aff. Ex. 12,
p. 3.
52. On behalf of CleanTech, on May 5, 2011, Donohoe Advisory Associates LLC
("Donohoe") submitted a letter to the NASDAQ Listing and Hearing Review Council, Office of
Appeals and Review. This letter responded to the inclusion of the Apollo letter into the record
before the Council. Fensterstock Aff. Ex. 13.
53. In its letter, Donohoe wrote:
"Finally, we think it is important to take note of Apollo's view that [the
Consultant] and [his affiliated company] greatly assisted CleanTech and that
Apollo and other shareholders benefitted from that assistance. Moreover, we
believe it is significant that Apollo expressed this positive view in spite of its
awareness of the Barron's article, which was the basis for the Staffs initial focus
on the Company's relationship with [the Consultant] ... As we indicated in our
Appeal Brief, the Staff had to have reached a conclusion that there was no issue
with the Company's affiliation with [the Consultant] or it would not have been
able to issue the listing approval letter to CleanTech on December 10, 2010. As
13

25. noted throughout the Appeal Brief, during the application process CleanTech had
provided the Staff with the . . . engagement letter and made numerous
representations indicating the expectation that [the Consultant's affiliate] would
be participating in future financings as both investor and placement agent. In that
regard, an . . .affiliate even invested in the Company during the middle of the
application process. In possession of this knowledge, the Staff then issued an
approval letter which did not include any restrictions on CleanTech's
relationship or dealings with [the Consultant or his affiliate companies] . . .
Again, as noted in the Appeal Brief, it was not until the Staff reviewed the
December Financing and concluded that it was a "bad deal," that the Staff raised
concerns about the Company's relationship with [the Consultant] ... As stated
herein and throughout the Appeal Brief, we believe the record is abundantly clear
that the Staffs subjective analysis of the December Financing was faulty and
inherently flawed." (Emphasis added.) Fensterstock Aff. Ex. 13, p.2.
54. On May 19, 2011, the Council issued a decision remanding the delisting dispute to the
Hearing Panel for further development of factual issues. This decision is attached as
Fensterstock Aff. Ex. 14.
55. In its decision to remand to the Hearing Panel, the Council found that the factual record
before the Hearing Panel did not justify delisting and was deficient of evidence on two of the
Staffs accusations against CleanTech. First, the Council found that the Hearing Panel was not
presented with sufficient evidence to conclude that CleanTech intentionally withheld information
about the Consultant, his affiliates, and certain corporate financings. Second, the Council found
the Hearing Panel was not presented with sufficient evidence to conclude that the Company
knew that listing approval from NASDAQ was imminent when it failed to disclose that
information. The Council directed the Staffand CleanTech to present more facts to the Hearing
Panel on these two issues. Fensterstock Aff. Ex. 14.
56. On May 26, 2011, NASDAQ notified CleanTech that it had reopened the record before
the Hearing Panel to permit the Staff to respond to an alleged ex parte communication.
NASDAQ bizarrely alleged that the exparte communication was caused by CleanTech because,
when it failed to provide the Staff with a courtesy copy of its April 5, 2011 submission to the
14

26. Council, the Staff had no alternative but to contact the Council after the record was closed.
CleanTech was permitted to rebut the Staffs response. The Office of Appeals and Review
issued a stay of its May 19 decision. Fensterstock Aff. Ex. 15.
57. On June 30, 2011, the Consultant submitted a letter (the "June 30 letter") to the
NASDAQ Listing and Hearing Review Council to assist the Council in its understanding of his
role and relationship with CleanTech. Fensterstock Aff. Ex. 17.
58. In his letter, the Consultant described his open and willing participation in all of the
NASDAQ inquiries thus far. "We met with NASDAQ China Staff in relation to CleanTech on
several occasions. On November 5, 2010, I voluntarily met with seven NASDAQ listing
investigations and listing qualifications staff in their Rockville offices for almost five hours in
which I answered every question posed to me. The questions addressed my relationship with
CleanTech, the China space generally, issues with other China companies, my history in the
securities industry and even the Barron's article, which I felt contained vague and irresponsible
innuendo." Fensterstock Aff. Ex. 17, p. 1.
59. The June 30 letter also described other meetings that he and his associates, including Mr.
Ming Li, had with NASDAQ China Staff. Fensterstock Aff. Ex. 17.
60. The June 30 letter clarified some of his business practices.
"We believe that the NASDAQ Staffs criticism of us is based upon a mistaken
belief that we are like certain intermediaries, promoters and finders engaged in
short-term operations to earn a short-term fee. Our business is quite different.
Anchored by ... a well-staffed Beijing-based private equity investor conducting
painstaking and meticulous due diligence, [we work] for the long-term benefit of
our clients and their shareholders. It is essential and common sense for non-US
companies to obtain the type of services that we provide. It is not realistic to
expect a foreign-based company coming to the US market for the first time to
have pre-existing relationships with the legal, banking and accounting
professionals needed to guide a public company or to have an understanding of
US business practices and customs. Imagine the situation in reverse. How could
a US company with no China experience be expected to enter China without the
15

27. guidance of experienced, bilingual local Chinese professionals that understand
Chinese business practices, customs and laws?" Fensterstock Aff. Ex. 17, p.3.
61. The June 30 letter continues:
"The NASDAQ Staff has implied that the involvement of our firm with
CleanTech may somehow constitute a public interest concern. Yet, our firm has
no regulatory history, neither have we ever been labeled 'a public interest
concern' anywhere in the world, including in the US and in China. We have
unfortunately been attacked by tabloid writers and short-sellers along with hosts
of investment banks, consulting firms, corporate issuers, accounting firms and
institutional investors associated with the China space. We are faulted along with
certain other advisors in the China space for doing business with China in a highly
charged anti-China atmosphere. In fact, the Staff has admitted that they are now
scrutinizing all deals in the China space due to public attention and sentiment in
this area." Fensterstock Aff. Ex. 17, p.4.
62. The June 30 letter further disclosed: "I have never been sued by the SEC, had to pay a
fine to the SEC, been subject to disgorgement, or other penalty or sanction, nor have I ever been
convicted of a crime." Fensterstock Aff. Ex. 17, p. 5.
63. The June 30 letter also discussed CleanTech's previous financing, filings, and Form 8-
Ks, demonstrating that CleanTech's financings and disclosures were entirely within industry
standards, and that the December Financing did not distinguish itself from any of the other
CleanTech financings that NASDAQ and the SEC approved previously. Fensterstock Aff. Ex.
17.
64. The June 30 letter also explained the circumstances surrounding the December
Financing:
"In late November 2010, Stifel advised CleanTech's corporate counsel that Stifel
would not be able to complete the planned $50 million public offering in 2010
and advised the Company to postpone the offering until the first quarter of 2011.
Given the December contract bid deadline, CleanTech, with the assistance of [our
Chinese affiliate], contacted several Wall Street firms and Chinese banks,
including Barclays Capital, Stifel, Cantor Fitzgerald, Canaccord/Genuity, William
Blair, and Bank of Montreal Capital Markets, Bank of China, Shanghai Pudong
Development Bank and Tiding Rural Credit Union seeking their input and/or
possible participation in obtaining a $20 million bridge financing. It quickly
16

28. became clear from those discussions that CleanTech would not be able to get a
bridge financing from any of these banks in a timely fashion.
On November 28, 2010, CleanTech urgently requested that [we] arrange the $20
million financing under the scope of services outlined in the Engagement Letter.
The financing negotiations were conducted rapidly between counsel, Orrick
Herrington, and the Company's securities counsel, Mr. Robert Newman, from
November 30 through the closing of December 13, 2010.
Prior to this financing, [we and our] affiliates owned no voting securities in
CleanTech. Following the financing that voting interest increased to
approximately 2.5%. ... CleanTech is not like some other China-based
companies experiencing accounting or fraud problems and appearing in the news
and should not be punished as if it were one of those companies simply because it
is based in China." Fensterstock Aff. Ex. 17, p. 8.
65. About the December Financing, the Consultant wrote:
"Further, the financing was not in any way designed to coincide with the
NASDAQ listing approval and was not in any way conditioned upon a NASDAQ
listing. The financing would have gone through with or without the NASDAQ
listing. Neither I nor anyone at [my company or our Chinese affiliate] had any
role in deciding how or when to disclose the financing to NASDAQ or the SEC,
just as we had no role in deciding how or when to disclose the October financing
by Strong Growth [the China affiliate of the Consultant's Company] into
CleanTech." Fensterstock Aff. Ex. 17, p. 5.
"[T]he financing developed rapidly in response to an urgent need. There was
never any effort to conceal our involvement with CleanTech or any CleanTech
financing from NASDAQ and [we] had no role in filing the Form 8-K announcing
the transaction. At all relevant times leading up to the consummation of the
December 13, 2010 financing, [we never] discussed with CleanTech whether or
when the financing would be disclosed to the NASDAQ." Fensterstock Aff. Ex.
17, p. 8.
66. The difficulty in obtaining bridge financing in November and December 2010 was
exceptionally difficult, a fact confirmed by Mr. Newman, CleanTech's securities counsel. "We
viewed the [December Financing] opportunity on the terms CleanTech obtained as a major
victory given the poor market conditions and inability of CleanTech to attain alternate financing
in December of 2010." Fensterstock Aff. Ex. 18, p.3.
17
I

29. 67. At all times, CleanTech was transparent with the Staff- this was evident in CleanTech's
rush to disclose the December Financing, just days later in its December 16, 2010 Form 8-K
financing. Fensterstock Aff. Exs. 6, 18.
68. Yet, in a stunning reversal, the Council rapidly issued another decision on July 22, 2011,
short-circuiting the remand to the Hearing Panel and instead affirming the Hearing Panel's
February decision delisting CleanTech. The Counsel held that "[t]he Listing Counsel need not
resolve this dispute. The evidence shows that [CleanTech] intentionally withheld documents
from Staff concerning the December Financing despite repeated requests for information . . ."
Fensterstock Aff. Ex. 20, enclosed within as Ex. A, p. 7.
69. The Council affirmed the Hearing Panel decision in contravention of NASDAQ's Stock
Market Equity Rules, the Act and the Rules promulgated thereunder by the SEC, and due process
under the Constitutions of the United States and State of New York. Id.
70. Reversing its position, the Council suddenly found that CleanTech purposefully withheld
information from the Staff and Hearing Panel concerning certain financing involving [the
Consultant]. Id.
71. This determination was clear legal error and was arbitrary and capricious.
72. This determination was clear legal error because the documents that it newly identified as
purposefully withheld were attorney-client privileged documents that, under the law and under
the SEC's own policies, are held sacrosanct and are protected from production. Fensterstock Aff.
Ex. 18, p. 3.
73. NASDAQ arbitrarily and capriciously pushed for the production of attorney-client
privileged documents. These privileged documents are the only documents that CleanTech was
alleged to have "purposefully withheld." Instead, as the Wall Street law firm Newman &
18
§

30. Morrison LLP explained in its July 1, 2011 letter, it attempted merely to protect CleanTech's
attorney-client privilege while being completely responsive to the NASDAQ inquiries. A true
and correct copy of this letter is attached as Fensterstock Aff. Ex. 18.
74. As Newman & Morrison wrote about the attorney-client privilege that NASDAQ Staff
sought to destroy:
"With respect to [whether CleanTech intentionally withheld information from
NASDAQ Staff], there was no point in time during my firm's representation of
CleanTech that I, nor any member of our firm, intended to withhold information
from the Staff regarding [the Consultant] and his affiliates and/or the [December
Financing]. Moreover, to the best of my knowledge, none of CleanTech's
officers, directors, or shareholders, [or the Consultant or his affiliates] intended to
withhold information from the Staff . . . It is my understanding that after
reviewing the approximately 190 emails generated in connection with the
Financing during the period from November 30, 2010, the date of initiation of the
financing effort, to December 13, 2010, the date of closing, the Staff has focused
on one email from Jason Li to me, dated December 9, 2010, as an indication that
CleanTech was fearful of disclosing the planned Financing to NASDAQ. As was
evident in my response to Mr. Li, I interpreted this as a request to expedite the
completion of the Financing and not worry if completion of the Financing
somehow caused a delay in the listing application review process. Accordingly, I
responded that I would move forward with the financing as quickly as possible.
Had I understood Mr. Li's emails to be expressing a concern that the completion
of the Financing could have a negative impact on the listing application, I would
have immediately initiated a discussion on that point with Mr. Li. Moreover, I
would have contacted the NASDAQ Staff to obtain assurances for CleanTech that
it would not negatively affect CleanTech in any way. In my mind, this was a
transaction that fully complied with NASDAQ's shareholder approval rules, was
on terms considered favorable by all involved, and was essential to the future
growth of the Company." Fensterstock Aff. Ex. 18, pp. 1:2.
75. Further, NASDAQ Staff inaccurately characterized the process between CleanTech and
the Staff. As Newman & Morrison wrote:
"No person from our firm was involved in any of the [NASDAQ Staff Inquiry]
conversations from the Staffs Submission. Mr. Uchimoto and I discussed the
fact that the Staff was asking CleanTech to waive attorney-client privilege, and I
told him I needed time to review the issue and discuss the facts with our client.
The Staff has incorrectly implied that we were not cooperating with their request
to immediately produce all emails, which would have meant the violation of the
attorney-client privilege. We disagree with that characterization. We were very
19
1

31. responsive in providing the emails given the legal research required before
releasing attorney-client privileged information, time-zone differences, language
barrier and technical issues of combing through the firm's email system to
respond to a comprehensive information request by the Staff. The process took
approximately two days and we responded fully on November 24, 2010."
Fensterstock Aff. Ex. 18, p. 3.
The NASDAQ Board of Directors Declines Review
76. On November 23, 2011, the NASDAQ Board of Directors declined to review the
Council's decision pursuant to its power under NASDAQ Rule 5825, rendering the Council's
decision final. Fensterstock Aff. Ex. 19.
77. Under NASDAQ Rule 5825, any member of the Board of Directors may call for the
review of a Council decision. On information and belief, each of the Board Members were not
even informed of the Council's decision with enough information to make a proper decision on
whether to review the Council's decision. This refusal to review the Council's decision was also
made in contravention of NASDAQ's Stock Market Equity Rules, the Act and the Rules
promulgated thereunder by the SEC, and due process under the Constitutions of the United
States and State of New York.
78. On information and belief, expedited discovery will demonstrate that the Board Members
violated the mandated procedure under NASDAQ and SEC Rules, refused to review the Council
decision in bad faith, and contravened their duties when they refused review of the Council
decision.
79. Also on November 23, 2011, CleanTech appealed the decision of the Board of Directors
to the SEC, as provided by Rule 420 of the SEC Rules of Practice. Fensterstock Aff. Ex. 20.
80. On December 9, 2011, NASDAQ sent an email to Dave Donohoe, Financial Advisor to
CleanTech, notifying Donohoe Advisory that the NASDAQ Stock Market will issue the attached
20
I

32. press release on December 15, 2011, announcing the filing of NASDAQ's Form 25 Delisting
Notice to go into effect 10 days later. Fensterstock Aff. Ex. 24.
81. Also on December 9, 2011, CleanTech submitted a Motion for Reconsideration to the
Board of Directors requesting that they reconsider their decision to decline to review the matter.
Fensterstock Aff. Ex. 21.
82. On December 12, 2011, NASDAQ Senior Vice President and Corporate Secretary Joan
C. Conley rejected the Motion for Reconsideration, admitting that "Nasdaq's rules do not
provide a procedure by which the Board of Directors may call a decision for review after the
decision becomes thefinal action ofNasdaq." (Emphasis added.) Fensterstock Aff. Ex. 23.
83. On December 16, 2011, NASDAQ filed a Form 25 Delisting Notice with the SEC, even
as CleanTech's appeal to the SEC is still pending. That From 25 reiterated that:
"On May 26, 2011, the Company was provided notice that the May 19, 2011
Council decision was stayed to allow the record to be opened so that Staff could
address an ex-parte communication on the record. On July 22, 2011, the Council
issued a decision that affirmed the Panel decision to delist the Company's [sic]
securities. On November 23, 2011, the Company was provided notice that the
Nasdaq Board of Directors declined to call the Council decision for review
pursuant to Rule 5825(a)."
Without judicial intervention, NASDAQ will delist CleanTech in 10 days - on December 26,
2011. Fensterstock Aff. Ex. 25.
84. This delisting, were it to become effective on December 26, 2011, would be in
contravention of NASDAQ's Stock Market Equity Rules, the Act and the Rules promulgated
thereunder by the SEC, and due process under the Constitutions of the United States and State of
New York.
21

33. 85. If CleanTech is delisted, it faces the distinct possibility of becoming insolvent. This
result would be manifestly unjust and would cause irreparable harm to CleanTech and its
shareholders, making it difficult to raise capital or compete in the marketplace.
CLEANTECH HAS EXHAUSTED ITS ADMINISTRATIVE REMEDIES
86. CleanTech has exhausted all of the available administrative remedies to prevent the
delisting. NASDAQ filed its Form 25 Delisting Notice with the SEC on December 16, 2011,
starting a ten-day countdown clock that will lead to CleanTech's delisting on December 26,
2011. Fensterstock Aff. Ex. 25.
87. A procedural and due process dead zone now exists. There is no other process available
to stay Nasdaq's decision other than through this Court. CleanTech submitted its appeal to the
SEC on November 23, 2011. The SEC can overturn NASDAQ's decision to delist CleanTech.
Because of the standard SEC briefing schedule, the appeal of the delisting decision to the SEC
will not be resolved until well into 2012. By this time, the ten-day countdown clock to
December 26, 2011 will have rung and CleanTech will be delisted, causing it significant and
truly irreparable harm; one which cannot be remedied with money. Fensterstock Aff. Ex. 20.
88. Because of this procedural and due process dead zone, nothing short of immediate
judicial intervention can stop the irreparable harm that NASDAQ's delisting would cause
CleanTech.
NASDAQ MUST BE ENJOINED FROM DELISTING CLEANTECH TO AVOID
IRREPARABLE HARM. PRESERVE THE STATUS QUO. AND PROTECT THE
INTERESTS OF THE PARTIES AND SHAREHOLDERS
89. As a result of NASDAQ's arbitrary, capricious, and racially motivated actions thus far, in
addition to NASDAQ's unwarranted and obtrusive invasion of the attorney client privilege,
CleanTech has been unduly harmed. CleanTech has lost an excellent opportunity to bid on the
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I

34. New Jersey Atlantic City Project which involved the construction of six wind towers for a total
contract order of $8,400,000. The New Jersey Atlantic City Project also involves a follow-up
project, which will construct 70 towers, for a total price of just under $100 million. The first
towers will be assembled in New Jersey, using United States employees. The State of New
Jersey would have provided CleanTech, at very low cost and with simple terms, the capital
necessary to construct and outfit a manufacturing facility. As the result of the delisting effort by
NASDAQ, CleanTech lost this opportunity. Fensterstock Aff. Ex. 21, enclosed within as Ex. A.
90. Since being suspended from trading and threatened with delisting, CleanTech's stock
price has fallen from a high of $9.00 to $0.70 - a precipitous decline in market capitalization
equivalent to approximately $200 million. Fensterstock Aff. Ex. 22.
91. When NASDAQ threatened CleanTech with delisting, a $50,000,000 stock offering that
CleanTech was preparing with Stifel Financial Corporation was abandoned because Stifel could
not sell CleanTech's stock. Fensterstock Aff. Ex. 21, enclosed within as Ex. A.
92. NASDAQ's efforts have also sabotaged CleanTech's efforts to raise capital through the
Toronto Stock Exchange and Hong Kong Stock Exchange. Id.
93. In its April 27, 2011, letter to the NASDAQ Office of Appeals and Review, Apollo also
described the irreparable harm to CleanTech shareholders as a result of NASDAQ's trading
suspension and threat to delist CleanTech. Fensterstock Aff. Ex. 12.
94. Apollo noted that the delisting decision "disadvantaged existing and future shareholders
of [CleanTech] - ironically, the very constituencies it aims to protect." As proof of such harm,
Apollo pointed out that (1) CleanTech stock fell over 50% since the initial delisting decision; (2)
the stock's volume also fell, resulting in reduced liquidity; (3) as a public company, CleanTech
was required to disclose the delisting decision, which resulted in permanent damage to its
23

35. reputation; and (4) the delisting decision impaired CleanTech's ability to obtain financing, which
has caused irreparable harm. Id., pp. 1-2.
95. If CleanTech is delisted, the re-listing process will bring it further financial ruin. The
application costs a $25,000 fee, and NASDAQ gives no indication of how soon the application
will be processed. CleanTech will lose significant time and money.
96. These types of harms will only be exacerbated should Defendants be permitted to
effectuate the delisting while CleanTech's SEC appeal is still pending.
97. Delisting CleanTech prior to the SEC's decision on the merits of CleanTech's appeal
would cause the company irreparable harm - making it difficult for the company to operate or
raise needed capital and pushing the company into insolvency.
98. Maintaining the status quo, in which CleanTech is suspended from trading on the
NASDAQ but not delisted, would fairly balance the equities and presents no harm to NASDAQ
or the public markets. By preserving the status quo, the SEC would have time to hear the merits
of CleanTech's appeal and CleanTech would be able to operate effectively in the clean energy
marketplace.
FIRST CAUSE OF ACTION (Against All Defendants)
TEMPORARY STAY OR PRELIMINARY INJUNCTION
99. CleanTech incorporates the preceding allegations of this Complaint in paragraphs 1
through 98 as if fully set forth herein.
100. Without a stay pending its hearing on the preliminary injunction enjoining NASDAQ
from delisting CleanTech, CleanTech will suffer irreparable harm while it simply awaits the
SEC's adjudication of its appeal.
101. A temporary stay and preliminary injunction would preserve the status quo while this
Court and the SEC determine the merits of permanent injunctive relief.
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36. 102. Maintaining CleanTech's listing on the NASDAQ pending the SEC's determination of
CleanTech's appeal would properly balance the equities. It is no burden for NASDAQ to
maintain CleanTech's listing on the NASDAQ - NASDAQ has already suspended trading in
CleanTech on the exchange and that suspension continues.
103. Having submitted its appeal to the SEC, CleanTech has exhausted all of its administrative
remedies. The SEC may still reverse NASDAQ's decision to delist. However, no NASDAQ or
SEC administrative procedure permits CleanTech to seek an interim stay of the delisting.
SECOND CAUSE OF ACTION (Against All Defendants)
PERMANENT INJUNCTION
104. CleanTech incorporates the preceding allegations of this Complaint in paragraphs 1
through 103 as if fully set forth herein.
105. Without a permanent injunction enjoining NASDAQ from delisting CleanTech,
CleanTech will suffer irreparable harm while it simply awaits the SEC's adjudication of its
appeal.
106. A permanent injunction would preserve the status quo while the SEC determines the
merits of CleanTech's appeal.
107. Maintaining CleanTech's listing on the NASDAQ pending the SEC's determination of
CleanTech's appeal would properly balance the equities. It is no burden for NASDAQ to keep
CleanTech suspended from trading but maintain its listing on the NASDAQ.
108. Having submitted its appeal to the SEC, CleanTech has exhausted all of its administrative
remedies. The SEC may still reverse NASDAQ's decision to delist. However, no NASDAQ or
SEC administrative procedure permits CleanTech to seek an interim stay of the delisting.
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I

37. THIRD CAUSE OF ACTION (Against All Defendants)
VIOLATION OF SECTION 19(g) OF THE SECURITIES EXCHANGE ACT
109. CleanTech incorporates the preceding allegations of this Complaint in paragraphs 1
through 108 as if fully set forth herein.
110. By arbitrarily and capriciously attempting to delist CleanTech from its stock exchange,
Defendants have violated Section 19(g) of the Act and the Rules promulgated thereunder by the
SEC. Section 19(g) mandates that stock exchanges like the NASDAQ maintain compliance with
their own rules.
111. NASDAQ's effort to delist CleanTech has been marred by procedural deficiencies,
arbitrary and capricious fact findings, and a rush to judgment - all of which have violated
NASDAQ Rules.
112. These violations of NASDAQ Rules have irreparably harmed CleanTech and pushed it to
the brink of insolvency.
113. Only injunctive relief preventing CleanTech's delisting pending the SEC appeal can
prevent further violation of these Rules and the Act.
FOURTH CAUSE OF ACTION (Against All Defendants)
VIOLATION OF DUE PROCESS UNDER THE U.S. CONST. AMEND. V.
114. CleanTech incorporates the preceding allegations of this Complaint in paragraphs 1
through 113 as if fully set forth herein.
115. Defendants, acting in their role as a quasi-governmental and regulatory body, have
arbitrarily and capriciously pushed to delist CleanTech from the NASDAQ. This effort does not
afford CleanTech the due process to which it is entitled under the U.S. Constitution when faced
with a regulatory action.
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38. 116. NASDAQ Rules maintain a procedural and due process dead zone in which an issuer's
appeal to the SEC may still be pending even as NASDAQ files its Form 25 Delisting Notice and
effectuates delisting.
117. By NASDAQ's own admission, "Nasdaq's rules do not provide a procedure by which the
Board of Directors may call a decision for review after the decision becomes the final action of
Nasdaq." Fensterstock Aff. Ex. 23.
118. NASDAQ's process has not afforded CleanTech due process to contest the Staffs initial
delisting determination.
119. Because it is possible for NASDAQ to delist CleanTech and then CleanTech to prevail in
its appeal before the SEC of the NASDAQ action, Defendants have denied CleanTech the due
process owed to it under the U.S. Constitution.
FIFTH CAUSE OF ACTION (Against All Defendants)
VIOLATION OF DUE PROCESS UNDER THE N.Y. CONST. ART. I S 6
120. CleanTech incorporates the preceding allegations of this Complaint in paragraphs 1
through 119 as if fully set forth herein.
121. Defendants, acting in their role as a quasi-governmental and regulatory body, have
arbitrarily and capriciously pushed to delist CleanTech from the NASDAQ. This effort does not
afford CleanTech the due process to which it is entitled under the Constitution of the State of
New York when faced with a regulatory action.
122. NASDAQ Rules maintain a procedural and due process dead zone in which an issuer's
appeal to the SEC may still be pending even as NASDAQ files its Form 25 Delisting Notice and
effectuates delisting.
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39. I
I 123. By NASDAQ's own admission, "Nasdaq's rules do not provide a procedure by which the
I Board of Directors may call a decision for review after the decision becomes the final action of
Nasdaq." Fensterstock Aff. Ex. 23.
I 124. NASDAQ's process has not afforded CleanTech due process to contest the Staffs initial
I delisting determination.
125. Because it is possible for NASDAQ to delist CleanTech and then CleanTech to prevail in
I its appeal before the SEC of the NASDAQ action, Defendants have denied CleanTech the due
• process owed to it under the Constitution of the State of New York.
PRAYER FOR RELIEF
I WHEREFORE, CleanTech prays for judgment against Defendants as follows:
I A. As and for its First Cause of Action, a stay pending its hearing on the preliminary
injunction enjoining Defendants from delisting CleanTech from the NASDAQ Capital Market
I and/or otherwise effectuating the Form 25 Delisting Notice filed with the SEC on December 16,
I 2011 until such a time as the SEC makes a determination on CleanTech's appeal of NASDAQ's
delisting determination;
I B. As and for its Second Cause of Action for a permanent injunction enjoining Defendants
I from delisting CleanTech from the NASDAQ Capital Market and/or otherwise effectuating the
Form 25 Delisting Notice filed with the SEC on December 16, 2011 until such a time as the SEC
I makes a determination on CleanTech's appeal of NASDAQ's delisting determination;
C. As and for it Third Cause of Action for violation of Section 19(g) of the Securities
I
Exchange Act for an Order enjoining the effectiveness of that decision and ordering expedited
I discovery relating to the NASDAQ Board of Directors' decisions not to call for review the
I
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I

40. NASDAQ Listing and Hearing Review Council's decision to affirm the Hearing Panel's
determination to delist CleanTech;
D. As and for its Fourth Cause of Action for violation of due process guaranteed under the
Fifth Amendment of the U.S. Constitution an Order enjoining the effectiveness of the NASDAQ
decision and ordering expedited discovery relating to the NASDAQ Board of Directors'
decisions not to call for review the NASDAQ Listing and Hearing Review Council's decision to
affirm the Hearing Panel's determination to delist CleanTech;
E. As and for its Fifth Cause of Action for violation of due process guaranteed under Article
I, Section 6 of the Constitution of the State of New York an Order enjoining the effectiveness of
the NASDAQ decision and ordering expedited discovery relating to the NASDAQ Board of
Directors' decisions not to call for review of the NASDAQ Listing and Hearing Review
Council's decision to affirm the Hearing Panel's determination to delist CleanTech; and
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41. For any other and further relief that the Court may deem just and proper.
Dated: December 19, 2011
FENSTERSTOCK & PARTNERS LLP
4$& 6W^)
Blair C. Fensterstock
Thomas A. Brown II
Eugene D. Kublanovsky
Michael T. Phillips II
Kristen M. Madison
100 Broadway
New York, New York 10005
(212) 785-4100
Counselfor PlaintiffCleanTech
Innovations, Inc.
ARLEN SPECTER
Attorney-at-Law
1525 Locust Street, Nineteenth Floor
Philadelphia, PA 19102
(215 735-4200
Counselfor PlaintiffCleanTech
Innovations, Inc.
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