EX-10.2 3 ea121297ex10-2_tmsrholding.htm AGREEMENT TO ASSIGN CALL OPTION AGREEMENT DATED APRIL 30, 2020

Exhibit 10.2

AGREEMENT TO ASSIGN CALL OPTION AGREEMENT

This Agreement To Assign Call Option Agreement (this “Agreement”) is dated April 30, 2020, and is entered into in Nantong, People’s Republic of China (“PRC” or “China”) by and among:

Party A: Shengrong Environmental Protection Technology (Wuhan) Co., Ltd.

Address: No. 1 Fengmao Road, Qiaokou District, Wuhan City, PRC;

Party B: Tongrong Technology (Jiangsu) Co., Ltd.

Address: Room 14050, Building 21(22), No.1692 Xinghu Avenue, Development District, Nantong, Jiangsu Province, PRC;

Party C: Jiangsu Rong Hai Electric Power Fuel Co., Ltd.

Address: 102, Building 29, Xingfu New Town, Gangzha Distrct, Nantong, Jiangsu Province, PRC

Party D: The undersigned shareholders of Party C.

RECITALS

(1)

Each Party A and Party B is a wholly foreign owned enterprise incorporated under the PRC laws;

(2)

Party C is a company incorporated under the PRC Laws;

Party A, Party C and Party D entered in a Call Option Agreement dated November 30, 2018 (the “Option Agreement”).

(3)

Party A determined that the rights and obligations of Party A under Option Agreement be assigned to Party B, and Party B agrees to such assignment.

NOW THEREFORE, the Parties agree as follows:

ASSIGNMENT OF OPTION AGREEMENT

1.1

Party A hereby transfers the Option Agreement and assigns all rights and obligations under Option Agreement to Party B, and Party B hereby accepts such assignment and transfer (the “Assignment”).

1.2

Party C and Party D hereby acknowledge this Assignment.

1.3

Pursuant to the foregoing Assignment, the Parties agree that the Option Agreement is hereby amended to replace and substitute Party A with Party B.

GENERAL

2.1

Except as expressly set forth in this Agreement, the terms and provisions of the Option Agreement shall continue unmodified and in full force and effect. In the event of any conflict between this Agreement and the Option Agreement, this Agreement shall control.

2.2

This Agreement shall be executed in five (5) duplicate originals in both Chinese and English. Each Party shall receive one (1) duplicate original, and all originals shall be equally valid. In case of any discrepancies among the different languages, the Chinese version shall prevail.

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGES]

IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.

PARTY A:

Shengrong Environmental Protection Technology (Wuhan) Co., Ltd.

	Legal/Authorized Representative:

	/s/ Renqi Yang
	Name: Renqi Yang
	Title: Executive Director
	Date: April 30, 2020

PARTY B:

Tongrong Technology (Jiangsu) Co., Ltd.

	Legal/Authorized Representative:

	/s/ Yimin Jin
	Name: Yimin Jin
	Title: Executive Director
	Date: April 30, 2020

PARTY C:

Jiangsu Rong Hai Electric Power Fuel Co., Ltd.

	Legal/Authorized Representative:

	/s/ Jirong Huang
	Name: Jirong Huang
	Title: Executive Director
	Date: April 30, 2020

[SIGNATURE PAGES]

PARTY D:

Shareholders of Jiangsu Rong Hai Electric Power Fuel Co., Ltd.

/s/ Jirong Huang
Name: Jirong Huang
Date: April 30, 2020

shareholders of Jiangsu Rong Hai Electric Power Fuel Co., Ltd.

/s/ Qihai Wang
Name: Qihai Wang
Date: April 30, 2020