8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 14, 2016

XcelMobility Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-54333	98-0561888
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2225 East Bayshore Road, Suite 200 Palo Alto, CA	94303
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 320-1728

Former Name or Former Address, if Changed Since Last Report:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01. Changes in Control of Registrant.

On May 6, 2016, XcelMobility Inc., a Nevada corporation (the “Company”) issued a convertible promissory note in the aggregate principal amount of $1,000,000 to Biz Wit Holdings Ltd., a company organized under the laws of the British Virgin Islands (“Biz Wit”), as more particularly described in the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2016. The president, beneficial owner and control person of Biz Wit is Mr. Zhixiong Wei, who serves as the current Chief Executive Officer and Chairman of the Board of the Company (“Mr. Wei”).

On May 18, 2016, the Company issued a convertible promissory note in the aggregate principal amount of $700,000 to Sino Secure International (Holdings) Limited, a company organized under the laws of the British Virgin Islands (“Sino Secure”). The Sino Secure note contained terms similar to those contained in the Biz Wit note, as more particularly described in the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2016.

On October 14, 2016, Biz Wit converted $500,000 of the principal amount outstanding under its note into shares of the Company’s common stock, and Sino Secure converted the entire principal amount of $700,000 under its note into shares of the Company’s common stock, at a conversion price of $0.001 per share. The conversion of these notes resulted in an issuance of 500,000,000 shares of common stock to Biz Wit, and an issuance of 700,000,000 shares of common stock to Sino Secure. The Company believes these issuances may have effected a change of control of the Company because of the significant ownership percentages acquired by each of Biz Wit and Sino Secure.

As a result of the note conversions, Mr. Wei may be deemed to be the beneficial owner of approximately 24% of the Company’s outstanding shares of common stock (on an as-converted basis), consisting of 20,000,000 shares of common stock held by Mr. Wei, 2,500,000 shares of common stock issuable upon conversion of 2,500,000 shares of preferred stock held by Mr. Wei, and 500,000,000 shares of common stock held by Biz Wit (and beneficially owned indirectly by Mr. Wei). Sino Secure is now the beneficial owner of approximately 32% of the Company’s outstanding shares of common stock, consisting of 700,000,000 shares of common stock issued to Sino Secure in connection with the note conversion.

The Company has no knowledge of any affiliation between Biz Wit and Sino Secure, and the Company is not aware of any arrangements or understandings among the Company’s shareholders and their associates with respect to election of directors and other corporate governance matters.

SECTION 8 – OTHER EVENTS

Item 8.01. Other Events.

On August 25, 2016, Mr. Wei acquired a 100% equity interest in Shenzhen CC Power Corporation, a company organized under the laws of the People’s Republic of China and an indirect wholly-owned subsidiary of the Company (“CC Power”), pursuant an Agreement on Equity Transfer between Mr. Wei and Xili Wang, the Company’s former Chief Financial Officer and Secretary. The Agreement on Equity Transfer provides that Mr. Wei acquired all of the outstanding equity of CC Power for the price of RMB 1 Yuan.

CC Power is an indirect subsidiary of the Company through a contractual arrangement involving Shenzhen CC Power Investment Consulting Co. Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of the Company (“CC Investment”). In August 2011, CC Investment, CC Power, and Xili Wang entered into a set of controlling agreements, pursuant to which CC Investment obtained contractual ownership and control of CC Power. On August 25, 2016, in connection with the change in ownership of CC Power, CC Investment entered into the following contractual agreements with CC Power and/or Mr. Wei, as the new “CC Power Shareholder,” each of which is enforceable and valid in accordance with the laws of the People’s Republic of China:

Entrusted Management Service Agreement. Pursuant to the Entrusted Management Service Agreement among CC Power, CC Investment, and the CC Power Shareholder, CC Investment agrees to provide, and CC Power agrees to accept, exclusive management services, including, without limitation, financial management services, business management services, advertising and marketing services, human resources management services, and internal control services. The Entrusted Management Service Agreement will remain in effect until the completion of the acquisition of all the assets or equity of CC Power by CC Investment or its designated third party, as more fully described in the Exclusive Purchase Option Agreement below.

Technical Services Agreement. Pursuant to the Technical Services Agreement among CC Power, CC Investment, and the CC Power Shareholder, CC Investment agrees to provide, and CC Power agrees to accept, exclusive technical services provided by CC Investment, including, without limitation, software and technology development services, computer system services, data analysis services, training, technical consulting services, and import and export consultancy services. The Technical Services Agreement will remain in effect until the completion of the acquisition of all the assets or equity of CC Power by CC Investment or its designated third party, as more fully described in the Exclusive Purchase Option Agreement below.

Exclusive Purchase Option Agreement. Pursuant to the Exclusive Purchase Option Agreement among CC Power, CC Investment, and the CC Power Shareholder, the CC Power Shareholder granted CC Investment an irrevocable and exclusive option to acquire the assets and/or equity of CC Power for nominal consideration, plus the cancellation of all or part of the debt owing under the Loan Agreement described below. CC Investment may exercise its purchase option at any time.

Loan Agreement. Pursuant to the Loan Agreement between CC Investment and the CC Power Shareholder, CC Investment agreed to lend 10,000,000 RMB to the CC Power Shareholder on an interest-free basis. The loan is to be used solely for the operations of CC Power. As security for the loan, the CC Power Shareholder agreed to pledge his equity in CC Power, as more fully described in the Equity Pledge Agreement below.

Equity Pledge Agreement. Pursuant to the Equity Pledge Agreement among CC Power, CC Investment, and the CC Power Shareholder, the CC Power Shareholder agreed to pledge all of his equity interest in CC Power to CC Investment as a guaranty of the performance of the obligations of the CC Power Shareholder and CC Power under the Loan Agreement, the Entrusted Management Service Agreement, the Technical Services Agreement, and the Exclusive Purchase Option Agreement. The Equity Pledge Agreement will remain in effect until all payments due and obligations under the foregoing agreements have been fulfilled by the CC Power Shareholder and/or CC Power. Pursuant to the terms of the Equity Pledge Agreement, the CC Power Shareholder shall not, among other things, sell, transfer, mortgage or otherwise dispose of or encumber the pledged equity interests without CC Investment’s prior written consent.

Assignment and Novation Agreement. Pursuant to the Assignment and Novation Agreement among CC Power, CC Investment, Xili Wang and Mr. Wei, the parties acknowledged that the new CC Power controlling agreements have replaced the original controlling agreements in their entirety, meaning that as of August 25, 2016, Xili Wang assigned to Mr. Wei all of the rights of the CC Power Shareholder under the CC Power controlling agreements, and Mr. Wei assumed from Xili Wang all of the obligations of the CC Power Shareholder under such agreements. The Assignment and Novation Agreement provides that the original controlling agreements have been terminated and replaced in their entirety by the updated controlling agreements. With respect to the Loan Agreement, the Assignment and Novation Agreement provides that the amount originally borrowed by Xili Wang under the original loan agreement, which was contributed to the bank account of CC Power, shall be treated as the amount received by Mr. Wei under the Loan Agreement, and that Mr. Wei shall assume the responsibility to repay the loan and fulfill all the obligations of the borrower under the Loan Agreement.

The foregoing descriptions of the Agreement on Equity Transfer, Entrusted Management Service Agreement, Technical Services Agreement, Exclusive Purchase Option Agreement, Loan Agreement, Equity Pledge Agreement and Assignment and Novation Agreement do not purport to be complete, and are qualified entirely by their reference to the full text of such documents, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 hereto and incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Agreement on Equity Transfer dated August 25, 2016, by and between Xili Wang and Zhixiong Wei.
10.2	Entrusted Management Service Agreement dated August 25, 2016, by and among Shenzhen CC Power Corporation, Shenzhen CC Power Investment Consulting Co., Ltd., and the Shareholder of Shenzhen CC Power Corporation (Zhixiong Wei).
10.3	Technical Services Agreement dated August 25, 2016, by and among Shenzhen CC Power Corporation, Shenzhen CC Power Investment Consulting Co., Ltd., and the Shareholder of Shenzhen CC Power Corporation (Zhixiong Wei).
10.4	Exclusive Purchase Option Agreement dated August 25, 2016, by and among Shenzhen CC Power Investment Consulting Co., Ltd., Shenzhen CC Power Corporation, and the Shareholder of Shenzhen CC Power Corporation (Zhixiong Wei).
10.5	Loan Agreement dated August 25, 2016, by and between the Shareholder of Shenzhen CC Power Corporation (Zhixiong Wei) and Shenzhen CC Power Investment Consulting Co., Ltd.
10.6	Equity Pledge Agreement dated August 25, 2016, by and among the Shareholder of Shenzhen CC Power Corporation (Zhixiong Wei), Shenzhen CC Power Investment Consulting Co., Ltd., and Shenzhen CC Power Corporation.
10.7	Assignment and Novation Agreement dated August 25, 2016, by and among Shenzhen CC Power Corporation, Shenzhen CC Power Investment Consulting Co., Ltd., Xili Wang and Zhixiong Wei.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XcelMobility Inc.,
	a Nevada Corporation
Dated: October 18, 2016	By:	/s/ Zhixiong Wei
		Zhixiong Wei
		Chief Executive Officer

EX-10.1

EXHIBIT 10.1

Agreement on Equity Transfer

Transferor: Xili Wang	(hereinafter referred to as “Party A”)
ID Card No.: 420104196707150843
Transferee: Zhixiong Wei	(hereinafter referred to as “Party B”)
ID Card No.: 430524197303182439

Shenzhen CCPower Corporation (hereinafter referred to as “the Company”), established in Shenzhen City on March 13, 2003, has registered capital of total RMB 10 million Yuan, in which Party A has 100% equities and willing to transfer 100% equities to Party B while Party B is willing to accept it. The agreement on equity transfer is reached through consultation and pursuant to the regulations of “Company Law of the People’s Republic of China” and “Contract Law of the People’s Republic of China”.

I. The price of equity transfer, payment term and method of transfer amount:

1.	Party A holds 100% equities of the company. According to the regulations of articles of corporation, Party A pays capital of RMB 10 million Yuan. Now, Party A transfers all equities of the company to Party B at the price of RMB 1 Yuan.
2.	According to the currency and capital amount specified in the previous article, Party B shall pay the transfer amount to Party B in full one time in cash (or through bank transfer) within three months as of the date when the agreement takes into effect.

II. The transferor shall guarantee that the equities to be transferred to transferee have complete right of disposition. Also, there is no pledge for the equity and it is not sealed off and not claimed for by the third party. Otherwise, the transferor should undertake all legal and economic responsibilities caused thereupon.

III. Undertaking of company’s profit & loss (including credit and debt)

1.	After the agreement takes into effect, the transferee shall share company’s profit and undertake corresponding risks and losses (including the credit and debt of the share shall be shared and undertaken before transferred) according to the proportion of transferred equities.
2.	In case of the loss to the transferee after transferee becomes the company’s shareholder due to the transferor’s failure to inform Party B of all debts of the company’s equity before transfer when signing the agreement, the transferee is entitled to claim for compensation from the transferor.

IV. Liabilities for breach of the agreement:

1. Once the agreement takes into effect, both parties should execute it consciously. Any party should undertake responsibility according to the regulations of the law and this agreement in case of fail to comprehensively execute the obligations according to the regulations of the agreement.

2. The transferee cannot go through the formalities of the change of the registration as scheduled or the transferee is severely affected to realize the purpose of the agreement herein due to the transferor. The transferor shall pay liquidated damages to the transferee according to 1% of the transfer amount paid by the transferee. In case of the losses to the transferee due to transferor’s breach of the contract, the amount of the liquidated damages paid by the transferor shall not be less than the actual profit. Or another compensation must be paid by the transferor.

V. Alteration and termination of this agreement

This agreement may be alter or terminated upon agreement reached by the transferor and transferee through consultation. In case that the agreement is altered or terminated by mutual agreement, both parties should separately sign another agreement for alternation or termination of this agreement.

VI. Related expenses

The related expenses arising from the transfer process of the equity should be borne by both parties through consultation (such as expenses causing by witness, appraisal or auditing, industrial and commercial registration, etc.).

VII. Dispute settlement method

Any disputes arising from or relating to this agreement shall be solved through both parties’ consultation. In the event of failure in reaching an agreement, both parties agree upon submitting disputes to Shenzhen Arbitration Committee for arbitration.

VIII. Entry-into-force conditions

This agreement takes into effect after signed by both parties (if the company is foreign-invested enterprise, the agreement will take into effect after reported to the approval authority for approval). After the agreement takes into effect, the formalities of the change of the registration should be gone through at Market Supervision Administration of Shenzhen Municipality (hereinafter referred to as Marker Supervision Administration).

IX. This agreement is made in six copies with each held by both transferor and transferee and the rest filed to related departments for record.

Transferor:	/s/ Xili Wang	Transferee:	/s/ Zhixiong Wei
		Shenzhen City, August 25, 2016

EX-10.2

EXHIBIT 10.2

Entrusted Management Service Agreement

by and among

Shenzhen CCPower Corporation

Shenzhen CCPower Investment Consulting Co., Ltd.

and

The Shareholder of Shenzhen CCPower Corporation

August 25, 2016

Entrusted Management Service Agreement

This Entrusted Management Service Agreement (“this Agreement”) is entered into on August 25, 2016 among the following Parties:

(1)	Shenzhen CCPower Corporation (hereinafter called “Party A”) is a limited liability company, duly incorporated in Shenzhen, the People’s Republic of China (“PRC”) whose legal address is: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen.
(2)	Shenzhen CCPower Investment Consulting Co., Ltd. (hereinafter referred to as “Party B”), a wholly foreign owned enterprise (“WFOE”) to be incorporated in Shenzhen, PRC, whose legal address is: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC.
(3)	The shareholder of Shenzhen CCPower Corporation (hereinafter called “Shareholder”), as follows:

Name of the Shareholder	Shareholding Ratio (%)			ID Card No.
Wei Zhixiong		100	%		430524197303182439

(Party A, Party B and the Shareholder are referred to collectively in this Agreement as the “Parties” or “the Parties”, and individually as “a Party” or “each Party”.)

WHEREAS:

(1)	Shareholder holds 100% of equity interests of Party A;
(2)	Party A’s business is as follows: operation of industrial business (detailed project to be declared); domestic commercial and material supply and marketing (excluding commodities subject to exclusive operation, control or sale); technical development of electronic products, computer network, software and hardware; information consultancy (excluding restrictive projects); import and export business (operation subject to import and export qualification license);
(3)	Party B’s business is project investment consultancy, enterprise management consultancy, economic information consultancy; computer software and hardware technical development; goods and technology import and export business (excluding distribution of imported goods);
(4)	Party A and Party B are both willing to enter into a long-term business cooperation relationship on an exclusive basis, whereby Party B is willing to provide Party A with exclusive technical, consulting, and other services in a comprehensive way all in relation to Party A’s development and sales of website accelerator software during the term of this Agreement by utilizing Party B’s own advantages in human resources, technology and information, and Party A is willing to accept such consulting and services provided by Party B and or Party B’s designee(s), on the terms set forth herein.

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NOW THEREFORE, the Parties hereby agree through friendly negotiation as follows:

Article 1 Definition

1.1	“Entrusted Management Service Fee” or “Consideration” refers to the consideration as defined in Article 3.1 and paid to Party B by Party A.
1.2	“Party A’s Staff” refers to the senior management staff of Party A and the ‘management and technical staff of Party A’s branches;
1.3	“PRC” refers to the People’s Republic of China, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province;
1.4	“PRC Laws” refers to all PRC laws, administrative regulations and government rules in effect;
1.5	“RMB” refers to the legal currency within the PRC.

Article 2 Contents of Entrusted Management Services

2.1	Finance Management Service
	2.1.1	Target: achieve the scientific management of Party A’s finance system.
	2.1.2	Contents of the Services
		(a)	Provide the consulting services on financial analysis and economic profit analysis;
		(b)	Improve the budget management and provide business guidance;
		(c)	Facilitate the finance operation, coordinate the structure of credit and loans, accelerate revenue growth, and effectively control the finance risks;
		(d)	Arrange the internal and outside audit services;
		(e)	Pursuant to the requirement of the relevant class-evaluation system, provide an efficient management plan and consultancy services on finance management; and
		(f)	Provide cost management consultancy services.

2.2	Business Management Services
	2.2.1	Target: provide management and staff training services to Party A so as to enhance the professional management and eventually promote the achievement of Party A’s research, operations and sales.

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2.2.2 Contents of Services: training of Party A’s staff

(1)

The training shall be conducted once every quarter within the entrusted term, and Party B shall notify Party A of the timetable, contents of training sessions and lectures on of training fifteen (15) days prior to the training. In the event that Party A’s staff can not take part in the training and Party A can not designate another employee to attend the training, Party A shall deliver a written notice five (5) days prior to such training to Party B for such absence, otherwise it shall be treated as Party A’s staff having attended training class and Party A shall pay the relevant training fees. Both Party A and Party B shall be entitled to adjust the frequency of the training according to the business operation of Party A.

(b)

Contents of Training:

- management skills training;

- technology training;

- sales strategies training; and

- promotion training.

2.3	Advertising and Promotion Services
	2.3.1	Target: to improve the economic benefits of Party A, ensure the healthy development of Party A, improve and promote the reputation and popularity of Party A, establish the enterprise image of Party A, and contribute to the public welfare for and on behalf of Party A.
	2.3.2	Contents of Service:

(a)	Products planning
(b)	Price planning
(c)	Sales planning
(d)	Advertising planning
(e)	Marketing planning
(f)	Promotion planning
(g)	Public relation planning
(h)	Brand planning
(i)	Corporate image planning

2.4	Human Resources Management Services
	2.4.1	Target: to achieve the proper allocation of Party A’s human resources, maintain the stability of Party A’s management team, and stimulate the employees to work to increase Party A’s economic achievement.
	2.4.2	Contents of Service
		(a)	Recommend and nominate the candidates of senior management staff of Party A and Party A’s affiliates, and Party A shall only appoint such candidates nominated by Party B to the relevant positions in accordance with the requirements of such position;

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(b)	Perfect the organizational structure to improve the efficiency of the management;
(c)	Establish an appropriate labor management system for Party A, including, but without limitation, employment policies, training, policies of leaves and vacations, overtime, resignation, demotion, etc.;
(d)	Improve the employees’ salary system including that for its senior management staff;
(e)	Improve and perfect the working effectiveness assessment system of the employees and the salary incentive system;
(f)	Provide training on labor management to the human resources department of Party A;
(g)	Provide consultancy services to Party A in relation to the labor and employment policies and social insurance policies; and
(h)	Assist Party A in standardizing the management of human resources and establishment of related systems.

2.5	Internal Control Services
	Party B shall assist Party A to establish an internal control system and provide the proper suggestions on the following systems:

(1)	Rules for stamp usage
(2)	Rules for receipts and checks
(3)	Rules for budget management
(4)	Rules of confidentiality
(5)	Quality management system
(6)	Authorization and agency system
(7)	Management system of the subsidiaries of Party A

Article 3 Entrusted Management Service Fee

3.1	Both Parties agree that, with respect to the services provided by Party B to Party A under this Agreement, Party A shall pay a service fee on a quarterly basis to Party B in the equivalent amount of a certain percentage (the “Entrusted Management Service Fee”) of Party A’s total amount of operational income of such quarter. Both Parties will confirm in writing the specific consideration in a separate written instrument based on further consultations following the execution of this Agreement.
3.2	Party A shall pay such service fee to Party B within fifteen (15) days upon completion of each quarter.
3.3	Party B shall be entitled to request Party A in writing to adjust the consideration in accordance with the quantity and quality of the entrusted services. The Parties shall positively negotiate with each other in respect of the Entrusted Management Service Fee, and Party A shall agree with such adjustment.

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Article 4 Warranties and Undertakings by Party A

4.1	Within the term of this Agreement, Party B shall be an exclusive service provider entrusted by Party A to provide the services as set forth in Article 2 hereunder, and Party A shall not consign any other entities to provide Party A (including its branches and subsidiaries) with any services identical to or similar with those services provided in Article 2 hereunder.
4.2	Without the prior written consent from Party B, Party A shall not change its (including its branches and subsidiaries) business policies.
4.3	Without the prior written consent from Party B, Party A shall not change its (including its branches and subsidiaries) rules and policies regarding the business operation, human resource management and finance.
4.4	Without the prior written consent by Party B, Party A shall not change its internal control system.
4.5	Without the prior written consent by Party B, Party A shall not change its internal organizations.
4.6	Without the prior written consent by Party B, Party A (including its branches and subsidiaries) shall not replace any senior management staff by itself.
4.7	Party A shall promptly (no later than three (3) days after receiving Party’s written notice) provide Party B with its information regarding the business operations, management and finance (including its branches and subsidiaries), upon written notice issued by Party B.
4.8	Party A shall promptly and proactively notify Party B of any matters that adversely affect Party A’s operation.
4.9	Party A shall give full cooperation to Party B, and provide assistance and convenience to Party B for its on-site services, and shall not hinder Party B in providing services as set forth in Article 2 herein.
4.10	Party A shall promptly make full payment of the Entrusted Management Services Fee, if any, to Party B in accordance with the provisions hereunder.
4.11	Without the prior written consent from Party B, Party A shall not take any action that would materially affect Party B’s rights and interests hereunder.

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Article 5 Warrants and Undertakings by Party B

5.1	Party B shall take advantage of its capacity and resources to provide the services as stipulated in Article 2 hereunder.
5.2	Party B shall timely adjust and update the services in accordance with the actual conditions and operations of Party A.
5.3	In the event that Party B intends to provide services to any other entities engaged in similar business as Party A, it shall give prior notice to Party A and keep confidential the confidential information obtained during the course of providing services to Party A .
5.4	Party B shall consider any reasonable suggestions from Party A during the course of providing services to Party A.

Article 6 Guaranty for this Agreement

To secure the performance of the obligations assumed by Party A hereunder, Shareholder agrees to pledge all his equity interests in Party A to Party B, and the Parties agree to execute the Equity Pledge Agreement with respect thereto.

Article 7 Taxes and Expenses

The Parties shall pay, in accordance with relevant PRC laws and regulations, their respective taxes and fees arising from the execution and performance of this Agreement.

Article 8 Assignment of the Agreement

8.1	Party A shall not transfer part or all its rights and obligations under this Agreement to any third party without the prior written consent of Party B.
8.2	The Parties agree that Party B shall be entitled to transfer, in its sole discretion, any or all of its rights and obligations under this Agreement to any third party upon a five (5) day written notice to Party A.

Article 9 Liability of Breach

9.1	If Party A fails to duly pay the Entrusted Management Services Fee in accordance with the provisions of Article 3 hereunder, then Party A shall pay the liquidated damage per day equal to 0.03% of the unpaid Consideration which falls due; if any delay of payment amounts to ten (10) days, then Party B shall be entitled to exercise the right of pledge under the Equity Pledge Agreement.
9.2	If Party A violates its representations and warranties hereunder and fails to redress such violation within ten (10) days upon receipt of written notice from Party B, Party B shall be entitled to exercise the right of pledge under the Equity Pledge Agreement.
9.3	If Party B does not fully perform its obligations under this Agreement, or is otherwise in default of any of its representations and warranties hereunder, Party A shall be entitled to request Party B to redress its default.

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Article 10 Effectiveness, Modification and Cancellation

10.1	This Agreement shall take effect on the day of execution hereof, and the valid term hereof shall expire upon the day of completion of the acquisition of the assets or the equity of Party A by Party B or its designated third party.
10.2	The modification of this Agreement shall not be effective unless a written agreement is signed by the Parties.
10.3	This Agreement shall not be terminated or canceled without written agreement of the Parties through the negotiation, provided that Party B may, by giving a ten (10)-day prior notice to the other Parties hereto, terminate this Agreement.

Article 11 Confidentiality and Intellectual Property Rights

11.1	The negotiation, execution and articles of this Agreement and any information, documents, data and all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement, shall be kept in strict confidential by the Parties. Without the written approval by the other Parties, none of the Parties shall disclose any Confidential Information to any third party, but the following shall not be considered to be “Confidential Information”:
	(1)	The materials that are known by the general public (but not including the materials disclosed by a Party receiving the materials in breach of this Agreement);
	(2)	The materials required to be disclosed subject to the applicable laws or the rules or provisions of any stock exchange.
	The materials disclosed by each Party to its legal or financial consultants relating to the transactions under this Agreement, provided the legal or financial consultants shall comply with the confidentiality provisions set forth in this Section. The disclosure of the Confidential Information by staff or employed institution of any Party shall be deemed as the disclosure of Confidential Information by such Party, and such Party shall bear the liabilities for breaching the contract.
11.2	If this Agreement is terminated or becomes invalid or unenforceable, the validity and enforceability of Article 11 shall not be affected or impaired.
11.3	Party B shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, whether developed solely by Party B or jointly by Party A and Party B, or developed by Party B based on any intellectual property owned by Party A, or developed by Party A based on any intellectual property owned by Party B, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others (“Intellectual Property”). To the maximum extent permitted by law, in the event of any such Intellectual Property cannot be fully vested in Party B, Party A agrees upon request to transfer the same to Party B for free, or if this is not possible, hereby grants a sole and exclusive (i.e., Party A and any other third parties are all excluded for use), worldwide, royalty free license to Party B to the subject Intellectual Property. Party A shall not, except with the written authorization of Party B, use, or permit any third party to use, any Intellectual Property of Party B.
11.4	The Parties agree that this Article 11 shall survive changes to, and rescission or termination of, this Agreement.

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Article 12 Force Majeure

12.1

“Force Majeure” refers that any event that could not be foreseen, and could not be avoided and overcome, which includes among other things, but without limitation, acts of nature (such as earthquake, flood or fire), government acts, strikes or riots.

12.2

If an event of Force Majeure occurs, any Party who is prevented from performing its obligations under this Agreement by an event of Force Majeure shall notify the other Party without delay and within fifteen (15) days of the event provide detailed information about and documents evidencing the event and take appropriate means to minimize or remove the negative effects of Force Majeure on the other Parties, and shall not assume the liabilities for breaching this Agreement. The other Parties may suspend their performance during the period of the event of Force Majeure. The Parties shall perform this Agreement after the event of Force Majeure disappears.

Article 13 Governing Law and Dispute Resolution

13.1

The effectiveness, interpretation, implementation and dispute-resolution related to this Agreement shall be governed under PRC Laws.

13.2

Any dispute arising out of this Agreement shall be resolved by the Parties through friendly negotiation. If the Parties could not reach an agreement within thirty (30) days since the dispute is brought forward, each Party may submit the dispute to China International Economic and Trade Arbitration Commission in Beijing for arbitration under its applicable rules. The language of arbitration proceedings shall be English. The arbitration award should be final and binding upon the Parties.

13.3 During the process of dispute-resolution, the Parties shall continue to perform other terms under this Agreement, except for provision in dispute.

Article 14 Miscellaneous

14.1 The Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous oral or written agreements and understandings.

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14.2

This Agreement shall bind and benefit the successor of each Party and the transferee permitted hereunder with the same rights and obligations as if the original parties hereof.

14.3

Any notice required to be given or delivered to the Parties hereunder shall be in writing and delivered to the address as indicated below or such other address or as such party may designate, in writing, from time to time. All notices shall be deemed to have been given or delivered upon by personal delivery, fax and registered mail. It shall be deemed to be delivered upon: (1) registered air mail: five (5) business days after deposit in the mail; (2) personal delivery and fax: two (2) business days after transmission. If the notice is delivered by fax, it should be confirmed by original through registered air mail or personal delivery:

Party A

Contact person: Wei Zhixiong

Address: Room 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen

Postal Code: 518040

Tel: 0755-8348-7878

Fax: 0755-8348-7881

Party B

Contact person: Renyan GE

Address: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC

Postal Code: 518049

Tel: 136-3266-8228

14.4

If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which effects the parties original intention to the largest extent.

14.5

This Agreement is executed in three (3) copies with each party holding one copy, and each of the copy shall be equally valid and authentic.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered as of the date first written above.

Party A

Shenzhen CCPower Corporation
Legal Representative:	Wei Zhixiong
Signature & Seal:	/s/ Wei Zhixiong

Party B

Shenzhen CCPower Investment Consulting Co., Ltd.
Legal Representative:	Renyan GE
Signature & Seal:	/s/ Renyan Ge

The Shareholder of Shenzhen CCPower Corporation
Wei Zhixiong:	/s/ Wei Zhixiong

10

EX-10.3

EXHIBIT 10.3

Technical Services Agreement

by and among

Shenzhen CCPower Corporation

Shenzhen CCPower Investment Consulting Co., Ltd.

and

The Shareholder of Shenzhen CCPower Corporation

August 25, 2016

Technical Services Agreement

This Technical Services Agreement (“this Agreement”) is entered into on August 25, 2016 by the following Parties:

(1)	Shenzhen CCPower Corporation (hereinafter called “Party A”) is a limited liability company, duly incorporated in Shenzhen, the People’s Republic of China (“PRC”) whose legal address is: 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen.
(2)	Shenzhen CCPower Investment Consulting Co., Ltd. (hereinafter referred to as “Party B”), a wholly foreign owned enterprise (“WFOE”) to be incorporated in Shenzhen, PRC, whose legal address is: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC.

(3) The shareholder of Shenzhen CCPower Corporation (hereinafter called “Shareholder”), as follows:

Name of the Shareholder	Shareholding Ratio (%)			ID Card No.
Wei Zhixiong		100	%		430524197303182439

(Party A, Party B and Shareholder are referred to collectively in this Agreement as the “Parties”, and individually as “a Party” or “each Party”.)

WHEREAS:

(1)	Shareholder holds 100% of equity interests of Party A;
(2)	Party A’s business scope is as follows: operation of industrial business (detailed project to be declared); domestic commercial and material supply and marketing (excluding commodities subject to exclusive operation, control or sale); technical development of electronic products, computer network, software and hardware; information consultancy (excluding restrictive projects); import and export business (operation subject to import and export qualification license);
(3)	Party B’s business scope is project investment consultancy, enterprise management consultancy, economic information consultancy; computer software and hardware technical development; goods and technology import and export business (excluding distribution of imported goods); and
(4)	The Parties agree that Party B provides Party A with technical services.

NOW THEREFORE, the Parties hereby agree through friendly negotiation as follows:

Article 1 Definition

1.1	“PRC” refers to the People’s Republic of China, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province;
1.2	“PRC Laws” refers to all PRC laws, administrative regulations and government rules in effect;
1.3	“RMB” refers to the legal currency within the PRC;
1.4	“Technical Service Fee” or “Consideration” refers to the consideration as defined in Article 3.1 and paid to Party B by Party A.

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Article 2 Contents of Technical Services

Party B shall provide to Party A the following technical services:

2.1	Party B shall select, purchase and update the proper software for finance management for Party A at Party A’s expense in accordance with the practical requirements for finance management, and Party B will conduct training on the use of such software, and provide relevant consultancy services.
2.2	Party B shall select, purchase and update the proper software on human resource management for Party A at Party A’s expense in accordance with the practical requirements for human resource management, and Party B conduct training on the use of such software, and provide relevant consultancy services.
2.3	Party B shall select, purchase and update the proper technology development software and operation software for the Party A’s technology developments and operations at Party A’s expense in accordance with the practical requirements for technology development and conduct training on the use of such software, and provide relevant consultancy services.
2.4	Party B shall provide other related computer systems and software to Party A at Party A’s expense in accordance with the specific demands by Party A.
2.5	Party B shall seek qualified network service company to provide services to Party A at Party A’s expense with respect to its application of domain name and design of website, assist Party A in communication with the network service company on the matters in relation to the domain name and website.
2.6	Party B shall facilitate the computers, server and other facilities for Party A and at Party A’s expense in accordance with the requirements of Party A, and make periodical maintenance on aforesaid facilities.
2.7	Party B shall provide research and development service to Party A in accordance with the request of Party A, including but not limited to, computer software and hardware research and development, testing and application.
2.8	Party B shall provide data analysis service to Party A in accordance with the request of Party A, including but not limited to, data classification and storage, data analysis and data search.
2.9	Party B shall provide technical consulting service to Party A in accordance with the request of Party A, including but not limited, technical strategic consulting and technology development consulting and analysis.

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2.10

Party B shall conduct training for Party A’s technical staff. In the event of technical problems of Party A, e.g. hardware errors or hardware break-down, Party B shall designate relevant staff to work on-site assisting Party A to resolve such problems when necessary. Party B shall also be responsible for hardware maintenance service of Party A’s servers, computers and other technological facilities.

2.11

Party B shall provide import and export consultancy service to Party A in accordance with the request of Party A, including but not limited, consultancy and analysis on customs declaration, inspection, payment of duties, application of permits and other items related to goods and technology import and export. Party B shall assist Party A in communication with relevant governmental authorities and other entities on the matters in relation to the goods and technology import and export.

Article 3 Technical Service Fee

3.1 The Parties agree that, with respect to the services provided by Party B to Party A under this Agreement, Party B shall be entitled to charge Party A on a quarterly basis the service fee in an amount equivalent to a certain percentage of Party A’s total operational income of such quarter (the “Technical Service Fee”). Both Parties will confirm in writing the specific consideration based on further consultations following the execution of this Agreement.

Article 4 Warranties and Undertakings by Party A

4.1	Within the term of this Agreement, Party B shall be an exclusive service provider consigned by Party A to provide the services as set forth in Article 2 hereunder, and Party A shall not consign any other entities to provide Party A (including its branches and subsidiaries) with any services identical to or similar with those services provided in Article 2 hereunder.
4.2	Party A shall provide Party B with all the information at the request of Party B which is necessary for Party B to provide the services as set forth in Article 2 hereunder, and shall be responsible for the authenticity and efficiency of such information.
4.3	Party A shall fully cooperate with Party B, and provide assistance and convenience to Party B for its on-site working, and shall not hinder Party B in providing services as set forth in Article 2 hereunder.
4.4	Party A shall promptly make full payment of the Technical Services Fee, if any, to Party B in accordance with the provisions hereunder.
4.5	Without the prior written consent by Party B, Party A shall not take any action that would materially affect Party B’s rights and interests hereunder.

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Article 5 Warranties and Undertakings by Party B

5.1	Party B shall take full advantage of its capacity and resources to provide the services as stipulated in Article 2 hereunder.
5.2	Party B shall timely update and improve the technical services in accordance with the actual condition and reasonable demands of Party A.
5.3	Party B shall accept any reasonable suggestions regarding hardware, software and staff training from Party A during the course of providing services to Party A.

Article 6 Guaranty

To secure the performance of the obligations assumed by Party A hereunder, Shareholder agree to pledge all of his equity interests in Party A to Party B, and the Parties agree to execute the Equity Pledge Agreement with respect thereto.

Article 7 Taxes and Expenses

The Parties shall pay, in accordance with relevant PRC laws and regulations, their respective taxes and fees arising from the execution and performance of this Agreement.

Article 8 Assignment of the Agreement

8.1	Party A shall not transfer part or all of its rights and obligations under this Agreement to any third party without the prior written consent of Party B.
8.2	The Parties agree that Party B shall be entitled to transfer, at its own discretion, any or all of its rights and obligations under this Agreement to any third party upon a five (5)–day written notice to Party A.

Article 9 Liability of Breach

9.1	If Party A fails to duly pay the Technical Services Fee in accordance with the provisions of Article 3 hereunder, then Party A shall pay the liquidated damage amount per day equal to 0.03% of the unpaid consideration which falls due; if any delay of payment amounts to ten(10) days, then Party B shall be entitled to exercise the right of pledge under the Equity Pledge Agreement.
9.2	If Party A violates its representations and warranties hereunder and fails to redress such violation within ten (10) days upon receipt of written notice from Party B, Party B shall be entitled to exercise the right of pledge under the Equity Pledge Agreement.
9.3	If Party B does not fully perform its obligations and duties under this Agreement, or is otherwise in default of any of its representations and warranties hereunder, Party A shall be entitled to request Party B to redress its default.

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Article 10 Effectiveness, Modification and Cancellation

10.1	This Agreement shall take effect on the day of execution hereof, and the valid term hereof shall expire upon the day of completion of the acquisition of the assets or the equity of Party A by Party B or its designated third party.
10.2	The modification of this Agreement shall not be effective unless a written modification is signed by the Parties.
10.3	This Agreement shall not be terminated or canceled unless a written agreement is signed by the Parties, provided that Party B may, by giving a thirty (30)- day prior notice to the other Parties hereto, terminate this Agreement.

Article 11 Confidentiality

11.1 The negotiation, execution and articles of this Agreement and any information, documents, data and all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement, shall be kept strictly confidential by the Parties. Without the written approval by the other Parties, none of the Parties shall disclose any Confidential Information to any third party, but the following shall not be considered to be “Confidential Information”:

(1)	The materials that are known by the general public (but not including the materials disclosed by a Party receiving the materials in breach of this Agreement); or
(2)	The materials required to be disclosed subject to the applicable laws or the rules or provisions of any stock exchange.
The materials disclosed by each Party to its legal or financial consultants relating the transactions under this Agreement, provided the legal or financial consultants shall comply with the confidentiality provisions set forth in this Section. The disclosure of the Confidential Information by staff, employed institution, or consultants of any Party shall be deemed as the disclosure of such Confidential Information by such Party, and such Party shall bear the liabilities for breaching the contract.

11.2 If this Agreement is terminated or becomes invalid or unenforceable, the validity and enforceability of this Article shall not be affected or impaired.

Article 12 Force Majeure

12.1 “Force Majeure” refers that any event that could not be foreseen, and could not be avoided and overcome, which includes among other things, but without limitation, acts of nature (such as earthquake, flood or fire), government acts, strikes or riots;.

12.2 If an event of Force Majeure occurs, any of the Parties who is prevented from performing its obligations under this Agreement by an event of Force Majeure shall notify the other Party without delay and within fifteen (15) days of the event provide detailed information about and notarized documents evidencing the event, shall take appropriate means to minimize or remove the negative effects of Force Majeure on the other Party and shall not assume the liabilities for breaching this Agreement. While the Force Majeure is continuing, the Party alleging breach may suspend his performance. The Parties shall keep on performing this Agreement after the event of Force Majeure disappears.

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Article 13 Governing Law and Dispute Resolution

13.1	The effectiveness, interpretation, implementation and dispute-resolution related to this Agreement shall be governed under PRC Laws.
13.2	Any dispute arising out of this Agreement shall be resolved by the Parties through friendly negotiation. If the Parties could not reach an agreement within thirty (30) days since the dispute is brought forward, either Party may submit the dispute to China International Economic and Trade Arbitration Commission in Beijing for arbitration under its applicable rules. The arbitration should be held in English. The arbitration award should be final and binding upon the Parties.
13.3	During the process of dispute-resolution, the Parties shall continue to perform other terms under this Agreement, except for provision of dispute resolution.

Article 14 Miscellaneous

14.1	The Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous oral or written agreements and understandings.
14.2	This Agreement shall bind and benefit the successor of each Party and the transferee permitted hereunder with the same rights and obligations as if the original parties hereof.
14.3	Any notice required to be given or delivered to the Parties hereunder shall be in writing and delivered to the address as indicated below or such other address or as such party may designate, in writing, from time to time. All notices shall be deemed to have been given or delivered upon by personal delivery, fax and registered air mail. It shall be deemed to be delivered upon: (1) registered air mail: five (5) business days after deposit in the mail; (2) personal delivery or fax: two (2) business days after transmission. If the notice is delivered by fax, it should be confirmed by original through registered air mail or personal delivery:

Party A

Contact person: Wei Zhixiong

Address: 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen

Postal Code: 518040

Tel: 0755-8348-7878

Fax: 0755-8348-7881

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Party B

Contact person: Renyan GE

Address: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC

Postal Code: 518049

Tel: 136-3266-8228

14.4

If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which effects the parties original intention to the largest extent.

14.5

This Agreement is executed in three (3) copies with each party holding one copy, and each of the copies shall be equally valid and authentic.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered as of the date as written above.

Party A

Shenzhen CCPower Corporation
Legal Representative:	Wei Zhixiong
Signature & Seal:	/s/ Wei Zhixiong

Party B

Shenzhen CCPower Investment Consulting Co., Ltd.
Legal Representative:	Renyan GE
Signature & Seal:	/s/ Renyan Ge

The Shareholder of Shenzhen CCPower Corporation
Wei Zhixiong:	/s/ Wei Zhixiong

7

EX-10.4

EXHIBIT 10.4

Exclusive Purchase Option Agreement

by and among

Shenzhen CCPower Investment Consulting Co., Ltd.

Shenzhen CCPower Corporation

and

The Shareholder of Shenzhen CCPower Corporation

August 25, 2016

Exclusive Purchase Option Agreement

This Exclusive Purchase Option Agreement (the “Agreement”) is entered into on August 25, 2016 by and among the following parties.

(1)	Shenzhen CCPower Investment Consulting Co., Ltd. (hereinafter called “Party A”), a wholly foreign owned enterprise registered in China with its registered address at 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC and its legal representative named Renyan GE ;
(2)	Shenzhen CCPower Corporation (hereinafter called “Party B”), an enterprise duly registered in China with its registered address at 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen. and its legal representative named Wei Zhixiong; and
(3)	Shareholder of Shenzhen CCPower Corporation (hereinafter called “Shareholder”), as follows:

Name of the Shareholder	Shareholding Ratio (%)			Contribution		ID Card No.
Wei Zhixiong		100	%		10,000,000		430524197303182439

Party A, Party B, and Shareholder are hereinafter from time to time, collectively, referred to as the “Parties”, and each of them is hereinafter from time to time referred to as a “Party”; The equity interests in Party B held by Shareholder or any shareholder now existing or hereafter acquired is hereinafter from time to time referred to as the “Equity Interests” or “Equity”.

WHEREAS:

1.	Party A, a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China (the “PRC”), which engages in project investment consultancy, enterprise management consultancy, economic information consultancy; computer software and hardware technical development; goods and technology import and export business (excluding distribution of imported goods);;
2.	Party B, a domestic limited liability company incorporated under PRC laws, engages in the business of operation of industrial business (detailed project to be declared); domestic commercial and material supply and marketing (excluding commodities subject to exclusive operation, control or sale); technical development of electronic products, computer network, software and hardware; information consultancy (excluding restrictive projects); import and export business (operation subject to import and export qualification license);
3.	As of the date of this Agreement, Party B’s registered capital is RMB 10,000,000 and the structure of the shareholdings owned by Shareholder in Party B is set forth above;
4.	To secure the performance of the obligations assumed by Party B and the Shareholder under this Agreement, the Shareholder agrees to pledge all equity in Party B to Party A, and has executed an Equity Pledge Agreement on the date of the execution date of this Agreement (“Individual Equity Pledge Agreement”).

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NOW, THEREFORE, the Parties through mutual negotiations hereby enter into this Agreement with respect of the exclusive purchase option right:

1.	The Grant and Exercise of Purchase Option
1.1	Shareholder hereby irrevocably grants to Party A an exclusive purchase right, exercisable at any time by Party A or any third party designated by Party A, to purchase all or part of such Shareholder’s Equity Interests in Party B, subject to the PRC laws and regulations. In the case that Shareholder increases or reduces its Equity Interests in Party B within the term of this Agreement, the exclusive purchase option as provided above shall be automatically expanded (in the case of an increase) or reduced (in the case of a reduction) to cover all or part of the Equity Interests owned by Shareholder in Party B after such increase or reduction is completed. The Shareholder hereby agrees that, without Party A’s prior written consent, apart from Party A or any third party designated by Party A, no other person or entity shall have the right to purchase such Equity Interests. Shareholder shall transfer his Equity Interests in Party B to Party A or Party A’s designee in accordance with his shareholding proportion of such Equity Interests at any time when Party A selects to purchase all or a portion of the Equity Interests. Party B hereby irrevocably consents to such grant by such Shareholder to Party A.
1.2	Party B hereby irrevocably grants to Party A an exclusive purchase option, exercisable at any time by Party A or any third party designated by Party A, to acquire or all or substantially all of Party B’s assets, subject to the PRC laws and regulations. Party B hereby agrees that, without Party A’s prior written consent, apart from Party A or any third party designated by Party A, no other person or entity shall have the right to purchase such assets. The Shareholder hereby irrevocably consents to such grant by Party B to Party A.
1.3	For the purpose of this Agreement, a “third party” or a “person” may be a natural person, company, partnership, enterprise, trust agency or other non-corporate entity.
1.4	To the extent permitted under the PRC laws and regulations, Party A shall determine at any time and at its own discretion to exercise such exclusive right to (i) purchase the Equity Interests as provided in Section 1.1 by a written notice to the applicable Shareholder(s) specifying the amount of equity to be purchased (hereinafter referred to as “Equity Transfer”) or (ii) purchase all or substantially all of Party B’s assets as provided in Section 1.2 (hereinafter referred to as “Assets Transfer”) by a written notice to Party B (each referred to as “Exercise Notice”).
1.5	Within thirty (30) days of the receipt of the Exercise Notice, the Shareholder and Party B shall execute a share/asset transfer agreement and other documents with Party A pursuant to the principles set forth in this Agreement, in such form as Party A may reasonably request (collectively, the “Transfer Documents”), necessary to effect the respective transfer of equity or assets to Party A (or any eligible party designated by Party A), and shall unconditionally assist Party A to obtain all approvals, permits, registrations, filings and other procedures necessary to effect the Equity Transfer or Assets Transfer.
1.6	The Parties agree that, unless otherwise required under the PRC laws and regulations, the transaction price for the Equity Transfer or the Assets Transfer hereunder, as applicable, shall be one dollar.
1.7	The consideration paid by Party A to the Shareholder, net of any tax paid by the Shareholder on such consideration, for the Equity Transfer (the “Consideration of Equity Transfer”) shall be the cancellation of all or a part of the Shareholder debt owing under the Loan Agreement, and such cancellation shall, in proportion to the proportion of the Shareholder’ Equity Interests purchased, satisfy its repayment obligations under the Loan Agreement signed by and between Party A and the Shareholder on the date of the execution date of this Agreement (the “Loan Agreement”);
	The consideration paid by Party A to Party B, net of any tax paid by Party B on such consideration, for the Asset Transfer (the “Consideration of Assets Transfer”) hereunder shall be allocated to the Shareholder to the largest extent as permitted by PRC laws and regulations, through an allocation proposal by which the Consideration of Assets Transfer is transferred to the Shareholder. The Shareholder shall then immediately fulfill his payment obligations under the Loan Agreement by using the allocated Consideration of Assets Transfer. Party B shall give full cooperation to such allocation;

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And if the Consideration of Equity Transfer or Assets Transfer is more than the total principal under the Loan Agreement due to the requirement by the then applicable law or any other reasons, the excess shall be deemed as loan interest of the loan to the largest extent being permitted by PRC Laws, and be paid to Party A by the Shareholder together with loan principal. In the event there is a premium in excess of the permitted Interest as provided in the Loan Agreement between the Shareholder and Party A, the Shareholder shall unconditionally return such premium to Party A within three (3) days the Shareholder receives such payment.

2.	Representations and Warranties
2.1	Each Party hereto represents and warrants to the other Parties that: (1) it has all the necessary rights, powers and authorizations to enter into this Agreement and perform its duties and obligations hereunder; (2) it has obtained the written consents with respect to the execution and implementation of this Agreement from each of the relevant third parties, if any; and (3) the execution or performance of this Agreement shall not violate or conflict with the terms of any other contracts or agreements to which it is a party.
2.2	Shareholder hereby represents and warrants to Party A that: (1) Shareholder is the legally registered shareholder of Party B and has paid full amount of registered capital in Party B as required to be contributed by such Shareholder under the PRC laws and regulations; (2) Except for the Equity Pledge Agreement executed among the Parties, neither Shareholder has created any other mortgage, pledge, secured interests or other form of debt liabilities over the Equity Interests held by such Shareholder; and (3) neither Shareholder has transferred to any third party (and entered into any agreement in respect of) such Equity Interests.
2.3	Party B hereto represents and warrants to Party A that: (1) it is a limited liability company duly registered and validly existing under the PRC laws and regulations; and (2) its business operations are in compliance with applicable laws and regulations of the PRC in all material respects and it has received all of the required permits and approvals which are necessary for maintaining its ordinary operations.

3. Obligations of Party B and Shareholder

The Parties further agree as follows:

3.1 Before Party A has acquired all the equity/assets of Party B by exercising the exclusive purchase option provided hereunder, Party B represents and warrants to Party A:

(a)	without Party A’s prior written consent, Party B shall not supplement or amend the Articles of Association or rules of Party B or its subsidiaries which are owned or controlled by Party B (the “Subsidiaries”) in any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of aforesaid entities in any manner;
(b)	Party B shall prudently and effectively maintain its business operations according to good financial and business standards so as to maintain or increase the value of its assets;
(c)	Party B shall not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in its and any Subsidiary’s assets or incomes, nor shall it encumber its own and any Subsidiary’s assets and income in any way that would affect Party A’s security interests unless as required for the business operation of Party B or upon prior written consent by Party A;
(d)	Party B and any Subsidiary shall not incur or succeed to any debts or liabilities without Party A’s prior written consent;
(e)	without Party A’s prior written consent, Party B and any Subsidiary shall not enter into any material contract (exceeding RMB 1,000,000 in value);

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(f)	without Party A’s prior written consent, Party B and any Subsidiary shall not provide any loans or guaranty (exceeding RMB 1,000,000 in value) to or receive borrowings (exceeding RMB 1,000,000 in value) from, any third party;
(g)	upon Party A’s request, Party B shall provide Party A with all information regarding Party B and any Subsidiary’s business operation and financial condition;
(h)	Party B shall purchase insurance from insurance companies in such amounts and categories as customary in the region among companies doing similar business and having similar assets;
(i)	without Party A’s prior written consent, Party B and any Subsidiary shall not establish any new subsidiary, acquire or consolidate with any third party, or invest in any third party;
(j)	Party B shall promptly notify Party A of any pending or threatened lawsuit, arbitration or administrative dispute which involves Party B’s and any Subsidiary’s assets, business or incomes, and take positive measures against aforesaid lawsuits, arbitrations or administrative dispute;
(k)	without Party A’s prior written consent, Party B and any Subsidiary shall not distribute any dividends to the Shareholder in any manner, and, upon Party A’s request, shall promptly distribute all distributable dividends to the Shareholder of Party B;
(l)	without Party A’s prior written consent, Party B shall not commit any act or omission that would materially affect Party B’s assets, business or liabilities;
(m)	upon Party A’s request, Party B shall promptly and unconditionally transfer its assets to Party A or its designated third party as permitted by PRC laws and regulations; and
(n)	Party B shall strictly comply with the provisions of this Agreement, and efficiently perform its obligations hereunder, and shall be prohibited from committing any act or omission which may affect the validity or enforceability of this Agreement.

3.2 Before Party A has acquired all the equity/assets of Party B by exercising the exclusive purchase option provided hereunder, Shareholder represents and warrants to Party A:

(a)	apart from relevant provisions in the Equity Pledge Agreements, without Party A’s prior written consent, Shareholder shall not individually or collectively transfer, sell, pledge, mortgage or otherwise dispose of such Shareholder’s Equity Interests in Party B; nor shall any Shareholder place or allow encumbrances on such Shareholder’s Equity Interests that would affect Party A’s interest hereunder and thereunder;
(b)	without Party A’s prior written consent, Shareholder shall not engage in any business or operation which is in competition with Party B, any Subsidiaries and Party A, nor shall any Shareholder invest in or work for any company or entity which is in competition with Party B, any Subsidiaries and Party A;
(c)	without Party A’s prior written consent, Shareholder shall not supplement or amend the Articles of Association or Rules of Party B in any manner, nor to increase or decrease its registered capital or change the shareholding structure in any manner;
(d)	without Party A’s prior written consent, Shareholder shall not take action to cause a Shareholder’s meeting for the purpose of or to approve resolutions for the dissolution, liquidation and change of legal form of Party B, and any Subsidiaries;
(e)	Shareholder shall not take action to cause a Shareholder’s meeting for the purpose of or to approve resolutions for any profit distribution proposal, or accept such distributed dividend without Party A’s written consent; upon Party A’s request, the Shareholder shall promptly approve for the profit distribution proposal, and accept such distributed dividend;
(f)	upon Party A’s request, Shareholder shall provide Party A with all information regarding Party B’s business operation and financial condition;
(g)	Shareholder shall not incur or succeed to any debts or liabilities which may adversely affect its Equity Interests in Party B without Party A’s prior written consent, nor shall it enter into any Equity transfer agreement or intention letter with any third party;
(h)	Shareholder shall appoint, and appoint only, the candidates nominated by Party A to the board of directors and supervisor office of Party B, and shall not replace such candidates without Party A’s prior written consent;
(i)	Shareholder shall guarantee that the shareholder’s meeting and directors in Party B’s board appointed by itself will not approve any establishment of new subsidiary, any acquisition of, any consolidation with, or any investment in any third party without Party A’s prior written consent;

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(j)	Shareholder shall promptly notify Party A of any pending or threatened lawsuit, arbitration or administrative dispute which involve Party B’s assets, business or incomes, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute;
(k)	without Party A’s prior written consent, Shareholder shall not commit any conduct that would adversely affect Party B’s assets, business or liabilities;
(l)	to the extent permitted by the PRC laws and regulations, and at any time upon Party A’s request, Shareholder shall promptly and unconditionally transfer his Equity Interests in Party B to Party A or a third party designated by Party A, and waive his preemptive rights with respect to such transfer;
(m)	Shareholder shall guarantee that the shareholder’s meeting and directors of Party B appointed by itself approve the necessary resolutions in respect of the Equity Transfer or Assets Transfer in this Agreement;
(n)	Shareholder shall make every effort to cause Party B to perform the obligations of Section 3.1 of this Agreement; and
(o)	Shareholder shall strictly comply with the provisions of this Agreement, and efficiently perform its obligations hereunder, and shall be prohibited from committing any conduct which may affect the validity or enforceability of this Agreement.

3.3 The Shareholder shall, to the extent permitted by applicable laws, guarantee Party B’s operational term (including the circumstance of change of business terms) to be extended to equal to the operational term of Party A approved by the relevant authorities (including the circumstance of change of business terms).

4. Guaranty of this Agreement

To secure the performance of the obligations assumed by the Shareholder and Party B hereunder, the Shareholder agrees to pledge all his Equity (including any increased Equity owned by the Shareholder within the term of this Agreement) in Party B to Party A, and the Parties agree to execute Equity Pledge Agreement with respect thereto.

5. Taxes and Fees

The Parties shall pay, in accordance with relevant PRC laws and regulations, their respective taxes arising from Equity or Assets Transfer and related registration formalities and other charges during the transactions contemplated herein. Party A shall pay the taxes and charges which shall be payable by Party B arising from Equity Transfer and related registration formalities, if the consideration of Equity Transfer is lower than, or equal to the total principal under the Loan Agreement.

6.	Assignment of Agreement
6.1	Party B and the Shareholder shall not transfer their rights and obligations under this Agreement to any third party without the prior written consent of Party A.
6.2	Shareholder and Party B agree that Party A shall have the right to transfer any or all of its rights and obligations under this Agreement to any third party upon five (5)–days written notice to such Shareholder(s) and Party B, without approval by such Shareholder or Party B.

7.

Events of Default

7.1

Any violation of any provision hereof, incomplete performance of any obligation provided hereunder, any misrepresentation made hereunder, material concealment or omission of any material fact or failure to perform any covenants provided hereunder by any Party shall constitute an event of default. The defaulting Party shall assume all the legal liabilities pursuant to the applicable PRC laws and regulations.

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7.2 In the event of default by Party B or Shareholder, Party A shall be entitled to exercise the pledgee’s right under the Equity Pledge Agreement in the event that Party B and Shareholder commit an event of default and fail to redress such default within ten (10) days upon receipt of written notification from Party A.

8.	Effectiveness, Modification and Cancellation
8.1	This Agreement shall be effective upon the execution hereof by all Parties hereto and shall be terminated after the completion of Party A’s acquisition of the Shareholder’s Equity or all of the assets of Party B by exercising its exclusive purchase option provided herein.
8.2	The modification of or amendment to this Agreement shall not be effective unless a written agreement is signed by the Parties.
8.3	This Agreement shall not be terminated or canceled unless a written agreement is signed by the Parties, provided Party A may, by giving a thirty (30) days prior notice to the other Parties hereto, terminate this Agreement.

9.

Confidentiality

9.1

The negotiation, execution and articles of this Agreement and any information, documents, data and all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement shall be kept in strict confidence by the Parties. Without the written approval by the other Parties, none of the Parties shall disclose any Confidential Information to any third party, but the following shall not be considered to be “Confidential Information”:

(a)	The materials that are known by the general public (but not including the materials disclosed by each party receiving the materials in breach of this Agreement); or
(b)	The materials required to be disclosed subject to the applicable laws or the rules or provisions of any stock exchange.
The materials may be disclosed by each Party to its legal or financial consultant relating to the transaction of this Agreement, provided that this legal or financial consultant shall comply with the confidentiality provisions set forth in this Section. The disclosure of the Confidential Information by staff or employed institution of any Party shall be deemed as the disclosure of such Confidential Information by such Party, and such Party shall bear the liabilities for breaching the Agreement.

9.2 If this Agreement is terminated or becomes invalid or unenforceable, the validity and enforceability of Article 9 shall not be affected or impaired.

10.	Force Majeure
10.1	An event of Force Majeure means an event that could not be foreseen, and could not be avoided and overcome, which includes among other things, but without limitation, acts of nature (such as earthquake, flood or fire), government acts, strikes or riots;
10.2	If an event of Force Majeure occurs, any of the Parties who is prevented from performing its obligations under this Agreement by an event of Force Majeure shall notify the other Parties without delay and within fifteen (15) days of the event provide detailed information about and notarized documents evidencing the event and take all reasonable means to minimize or remove the negative effects of Force Majeure on the other Parties, and shall not assume the liabilities for breaching this Agreement. While the Force Majeure is continuing, the Party alleging breach may suspect its performance. The Parties shall keep on performing this Agreement after the event of Force Majeure disappears.

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11.	Applicable Law and Disputes Resolution
11.1	The execution, validity, construing and performance of this Agreement and the disputes resolution under this Agreement shall be governed by the laws and regulations of the PRC.
11.2	The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules. The arbitration shall take place in Beijing and the proceedings shall be conducted in English. The arbitration award shall be final, conclusive and binding upon the Parties.

12.	Miscellaneous
12.1	Entire Agreement. The Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous oral or written agreements and understandings.
12.2	Successors. This Agreement shall bind and benefit any successors of each Party and the transferees permitted hereunder with the same rights and obligations as if such successors or transferees were the original parties hereof.
12.3	Notice. Any notice required to be given or delivered to the Parties hereunder shall be in writing and delivered to the address as indicated below or such other address or as such party may designate, in writing, from time to time. All notices shall be deemed to have been given or delivered upon by personal delivery, fax and registered mail. It shall be deemed to be delivered upon: (1) registered air mail: five (5) business days after deposit in the mail; (2) personal delivery or delivery by fax: two (2) business days after transmission. If the notice is delivered by fax, it should be confirmed by original through registered air mail or personal delivery.

Party A

Contact person: Renyan GE

Address: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC;

Tel: 136-3266-8228

Party B

Contact person: Wei Zhixiong

Address: 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;

Tel: 0755-8348-7878

Fax: 0755-8348-7881

Shareholder: Wei Zhixiong

Address: 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;

Tel: 0755-8348-7878

Fax: 0755-8348-7881

12.4

Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which effects the parties original intention to the largest extent.

12.5

Copies.This Agreement is executed in three (3) copies with each of the person for signing this Agreement holding one copy, and each of the copy shall be equally valid and authentic.

[Signature page follows]

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IN WITNESS THEREFORE, the parties hereof have caused this Agreement to be executed and delivered as of the date first written above.

Party A

Shenzhen CCPower Investment Consulting Co., Ltd.
Legal Representative:	Renyan GE
Signature & Seal:	/s/ Renyan Ge

Party B

Shenzhen CCPower Corporation
Legal Representative:	Wei Zhixiong
Signature and seal:	/s/ Wei Zhixiong

Shareholder of Shenzhen CCPower Corporation
Wei Zhixiong:	/s/ Wei Zhixiong

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EX-10.5

EXHIBIT 10.5

Loan Agreement

By and between

The Shareholder of Shenzhen CCPower Corporation

(“Borrower”)

and

Shenzhen CCPower Investment Consulting Co., Ltd.

(“Lender”)

August 25, 2016

Loan Agreement

This Loan Agreement (“this Agreement”) is executed by and among the following Parties on August 25, 2016.

(1) Shareholder of Shenzhen CCPower Corporation (hereinafter as “Borrower”), as follows:

Name of the Shareholder	Shareholding Ratio (%)			Contribution		ID Card No.
Wei Zhixiong		100	%		10,000,000		430524197303182439

and

(2) Shenzhen CCPower Investment Consulting Co., Ltd. (hereinafter called the “Lender”), a wholly foreign owned enterprise registered in China with its registered address at 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC; . It’s legal representative is Renyan GE.

(Borrower and Lender are collectively called “the Parties” or “each Party” or “a Party” respectively.)

WHEREAS:

(1) Borrower holds 100% of the Equity Interests in Shenzhen CCPower Corporation (the “Company”);

(2)	Lender is a wholly foreign owned enterprises incorporated in Shenzhen in accordance with the laws of People’s Republic of China;
(3)	Borrower desires to borrow from Lender for the operations of the Company by pledging his equity in the Company to Lender as the guaranty hereof, and Lender agrees to provide such loan to Borrower.

NOW, THEREFORE, The Parties made and entered into this Agreement with respect to the Loan hereunder through friendly negotiation as follows:

1. Definitions

Except provided otherwise, the terms under this Agreement shall mean:

1.1 “Assets Transfer” refers to the assignment of the Company’s assets to Lender or its designated third party in accordance with the provisions of the exclusive purchase option agreement (the “Exclusive Purchase Option Agreement”) executed on the execution date of this Agreement;

1.2 “Company” refers to Shenzhen CCPower Corporation, a domestic company which is incorporated and validly existing under the PRC Laws, its business license No. is 9144030074663507X7, and its registered address is 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;

1.3 “Equity” or “Equity Interests” refers to one hundred percent (100%) of the equity interests in the Company owned by Borrower;

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1.4 “Equity Transfer” refers to the assignment of Company’s Equity Interests held by Borrower to Lender or its designated third party in accordance with the provisions of the Exclusive Purchase Option Agreement;

1.5 “Loan” refers to the Total Principal loaned to Borrower by Lender in accordance with Article 2 hereunder;

1.6 “PRC” refers to the People’s Republic of China, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province;

1.7 “PRC Laws” refers to all PRC laws, administrative regulations and government rules in effect now or as they may be modified throughout the term of this Agreement;

1.8 “RMB” refers to the legal currency within the PRC;

1.9 “Shareholder” or “Borrower” refers to the owner of the Equity Interests in the Company.

2. The Total Loan Amount

The total principal of the Loan hereunder is 10,000,000 RMB (“Total Principal”).

3. Term of the Loan

Unless otherwise provided, the term of Loan shall commence upon the obtaining of the Loan by Borrower and expire when the Loan is completely repaid by Borrower in accordance with the provisions of Article 6 hereunder or expressly waived in writing by Lender.

4. Loan Usage

4.1 The Total Principal of the Loan provided hereunder shall be used by Borrower for the operations of the Company, and Borrower shall in no event change the usage without the prior written consent by Lender. Borrower hereby covenants and agrees to contribute, within two (2) working days immediately following the funding of the Loan, the Total Principal of the Loan to the bank account of the Company.

5. Loan Interest

5.1 Except as provided in Section 5.2 hereunder, the Loan hereunder shall be interest-free.

5.2 When the Equity Transfer or the Assets Transfer set forth in the Article 6 hereof takes place and if the deemed value of the consideration of Equity Transfer or consideration of Assets Transfer in accordance with Article 6 hereof is higher than the Total Principal due to the requirement by the then applicable law or any other reason, the excess shall be deemed to be interest on the Loan (the “Interest”) to the maximum extent being permitted by the PRC Laws, and shall be repaid to Lender by Borrower together with the Total Principal pursuant to the consideration of Equity Transfer or consideration of Assets Transfer, as the case may be, in accordance with Article 6 hereof. Borrower further agrees to handle the balance in excess of the permitted Interest according to Lender’s instruction.

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6. Repayment

6.1 The Loan shall become due and payable upon request of Lender after the completion of the Equity transfer or the Assets transfer. Lender shall be entitled to demand the repayment at any time by the delivery of a written notice of demand for repayment sent by Lender to Borrower (“Repayment Notice”). The Repayment Notice shall indicate Lender’s election for the Loan to be repaid by way of the consideration of Equity Transfer or consideration of Assets Transfer in accordance with Section 6.3, or by other manner set forth in the Repayment Notice.

6.2 Repayment Notice shall indicate the terms and conditions for repayment of the Loan (“Repayment Terms”).

6.3 Except as provided otherwise by Repayment Notice, Borrower shall repay the Loan to Lender in accordance with the following provisions:

6.3.1 In the event of an Equity Transfer under the Exclusive Purchase Option Agreement, the Loan shall be repaid in full by way of Borrower’ payment to Lender of the consideration of Equity Transfer paid by Lender to Borrower, net of any tax paid by the Shareholder on such consideration (the “Consideration of Equity Transfer”) (If the deemed value of the Consideration of Equity Transfer is higher than the Total Principal, the excess shall be deemed to be Interests of the Loan to the maximum extent being permitted by PRC Laws. Borrower further agrees to handle the balance in excess of the permitted Interest according to Lender’s instruction);

6.3.2 In the event of an Assets Transfer, the Loan shall be repaid in full by way of Borrower’ payment to Lender of his allocable portion, to the maximum extent as permitted by PRC Laws, of the consideration paid by Lender to the Company for the Assets Transfer, net of any tax paid by the Company or the Shareholder on such consideration (the “Consideration of Assets Transfer”) (If the deemed value of the Consideration of Assets Transfer is higher than the Total Principal, the excess shall be deemed to be Interest on the Loan to the maximum extent being permitted by PRC Laws. Borrower further agrees to handle the balance in excess of the permitted Interest according to Lender’s instruction);

6.4 If the deemed value of the Consideration of Equity Transfer or Assets Transfer is lower than the Total Principal under this Agreement, Borrower shall be exempted from the shortfall repayment obligation.

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7. Conditions for Granting of the Loan

7.1 Lender shall grant the Loan immediately following the receipt of the written evidence which proves that the Parties have fulfilled all the following conditions hereof (or subject to any waiver by Lender of any conditions as follows):

7.1.1 Lender has obtained all of the required licenses, permits, approvals and registrations to open its capital account and current bank accounts and has commenced its business;

7.1.2 Borrower has signed the Equity Pledge Agreement set forth in Article 9 hereof; and

7.1.3 The warranties and undertakings made by Borrower in Article 8 hereof shall be true, correct and complete in all aspects when made, and shall be true, correct and complete in all aspects during the term of the Loan.

7.2 Borrower shall cause the Total Principal amount to be transferred directly to the Company’s bank account for the operations of the Company.

8. Borrower’s Warranties and Undertakings

8.1 Borrower hereby represents and warrants to Lender that, as of the execution date of this Agreement:

8.1.1 Borrower legally holds one hundred percent (100%) of the Equity Interests in the Company and there are no other options, warrants, rights, agreements or understandings by which any person has a right or claim to acquire from the Company or from Borrower any equity interest in the Company;

8.1.2 Except as otherwise provided in the Equity Pledge Agreement and Exclusive Purchase Option Agreement, there is no pledge or other forms of encumbrances or claims on the Equity Interests;

8.1.3 There are no material debts which adversely affect the Loan borrowed by Borrower from Lender;

8.1.4 Borrower has obtained all the necessary written approvals and authorizations from every relevant third party, if any, with respect to Borrower’ execution and implementation of this Agreement; and

8.1.5 Execution of this Agreement by Borrower shall not constitute any breach of the Article of Associations of the Company.

8.2 Borrower undertakes, and will also cause the Company to undertake, the followings:

8.2.1 Except as otherwise provided in the Equity Pledge Agreement and Exclusive Purchase Option Agreement and other agreements signed among Borrower, the Company and the Lender, without Lender’s prior written consent, Borrower and Company shall not transfer, sell, mortgage or otherwise dispose of or encumber any assets or incomes of the Company;

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8.2.2 Without Lender’s prior written consent, Borrower shall not engage in any business or operation which is in competition with the Company, the Company’s owned or controlled subsidiaries and Lender, nor shall Borrower invest in or work for any company or entity which is in competition with the Company, the Company’s owned or controlled subsidiaries, or Lender;

8.2.3 Without Lender’s prior written consent, Borrower shall not take action to supplement or amend the Articles of Association of the Company, nor to increase or decrease the registered capital or change the shareholding structure of the Company in any manner;

8.2.4 Without Lender’s prior written consent, Borrower or the Company shall not take action to, and shall prevent the Company from taking action to approve, cause or allow the dissolution, liquidation or change of legal form of the Company or any of its owned and controlled subsidiaries;

8.2.5 Without Lender’s prior written consent, the shareholder’s meeting of the Company shall not approve, cause or allow any profit distribution proposal, nor shall Borrower accept such distributed dividends; at Lender’s request, Borrower shall promptly convene the shareholder’s meeting of the Company for the purpose of allocating the Company’s distributable profits, approve for the profit distribution proposal, which has been approved by Lender in writing in advance, and accept such distributed dividends;

8.2.6 At Lender’s request, Borrower shall provide Lender with all information regarding the Company’s business operation and financial condition;

8.2.7 Without Lender’s prior written consent, Borrower shall not incur or succeed to any debts or liabilities which may adversely affect his Equity Interests;

8.2.8 Borrower shall appoint, and appoint only, the candidates nominated by Lender to the board of directors and supervisor office of the Company, and shall not replace such candidates without Lender’s written consent;

8.2.9 Except as Lender may otherwise consent in writing in advance, Borrower shall not cause the Company shareholder’ meeting and the board of directors to approve any establishment of new subsidiary, any acquisition by, any consolidation with, or any investment in any third party;

8.2.10 Borrower shall promptly notify Lender of any pending or threatened lawsuit, arbitration or administrative disputes which involve the assets, business or incomes of the Company; and make every effort to take action to resolve such lawsuit, arbitration or administrative disputes for safeguarding the legal rights and interests of the Company;

8.2.11 Without Lender’s prior written consent, Borrower shall not take action to approve, cause or allow any conduct that could materially affect the Company’s assets, business or liabilities; and

8.2.12 Borrower shall strictly comply with the provisions of this Agreement, and effectively perform its obligations hereunder, and shall be prohibited from committing any conduct which may affect the validity or enforceability of this Agreement.

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9. Guaranty of the Loan

To secure the repayment of the Loan hereunder, Borrower agrees to pledge all his Equity Interests in the Company to Lender, and all Parties agree to execute the Equity Pledge Agreement with respect thereto.

10. Tax and Expense

10.1 The Parties shall pay their respective taxes and expenses in relation to the execution and performance hereof in accordance with the PRC Laws. Borrower may charge his taxes and expenses in relation to the execution and performance hereof to the Company, upon Lender’s prior approval.

10.2 Lender shall pay the taxes and expenses in accordance with Section 6.4 hereof (if applicable).

11. Assignment of Agreement

11.1 Borrower shall not transfer any or all of his rights and obligations under this Agreement to any third party without the prior written consent of Lender.

11.2 The Parties agree that Lender shall be allowed, at its own discretion, to transfer any or all of its rights and obligations under this Agreement to any third party upon the delivery of a five (5)–day written notice to Borrower.

12. Liabilities and Indemnities for Breach of this Agreement

12.1 If Borrower fails to use the Loan in compliance with the terms and conditions of this Agreement, Lender may require Borrower to promptly repay the unduly used part.

12.2 If Borrower breaches any warranty or undertaking as provided in Article 8 or other provisions under this Agreement hereof, or the Company breaches any provisions provided in the Technology Service Agreement, Consigned Management and Service Agreement or Exclusive Purchase Option Agreement or other agreements signed among Borrower, the Company and Lender, and fail to redress such breach within fifteen (15) days upon receipt of the written notice from Lender, Lender shall be entitled to request Borrower to repay the granted Loan immediately.

12.3 If Borrower fails to repay the Loan in compliance with the terms and conditions of this Agreement, Borrower should pay a damage of 0.03% of the unpaid part of the repayable Loan on each day of delay to Lender. If the repayment is delayed for more than fifteen (15) days, Lender is entitled to foreclose its equity pledge rights in accordance with the Equity Pledge Agreement.

13. Effectiveness, Modification and Cancellation

13.1 This Agreement shall take effect on the date of execution hereof by the Parties.

13.2 The modification of or amendment to this Agreement shall not be effective without written agreement of the Parties through the negotiation.

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13.3 This Agreement shall not be terminated or canceled without written agreement through negotiation, provided Lender may, by delivering a thirty (30)-day prior notice to Borrower hereto, terminate this Agreement.

13.4 Unless Lender fails to grant the Loan as required hereunder after the satisfaction of all conditions as set forth in Section 7.1 hereunder by Borrower, Borrower shall not be entitled to unilaterally terminate this Agreement.

14. Confidentiality

14.1 The negotiation, execution and articles of this Agreement and any information, documents, data and all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement, shall be kept in strict confidential by the Parties. Without the written approval by the other Parties, neither of the Parties shall disclose to any third parties any Confidential Information, but the following shall not be considered to be “Confidential Information”:

(1) The materials that are known by the general public (but not including the materials disclosed by a party receiving the materials in breach of this Agreement); or

(2) The materials required to be disclosed subject to the applicable laws or the rules or provisions of any stock exchange.

The materials disclosed by each Party to its legal or financial consultants relating to the transactions under this Agreement, provided the legal or financial consultants shall comply with the confidentiality set forth in this Section. The disclosure of the confidential materials by staff or employed institution of any Party shall be deemed as the disclosure of such materials by such Party, and such Party shall bear the liabilities for breaching the contract.

14.2 This Article shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason.

15. Force Majeure

15.1 “Force Majeure” refers that any event that could not be foreseen, and could not be avoided and overcome, which includes among other things, but without limitation, acts of nature (such as earthquake, flood or fire), government acts, strikes or riots;.

15.2 If an event of Force Majeure occurs, any of the Parties who is prevented from performing its obligations under this Agreement by an event of Force Majeure shall notify the other Party without delay and within fifteen (15) days of the event provide detailed information about and notarized documents evidencing the event and take appropriate means to minimize or remove the negative effects of Force Majeure on the other Party, and shall not assume the liabilities for breaching this Agreement. While the Force Majeure is continuing, the Party alleging breach may suspend his performance. The Parties shall keep on performing this Agreement after the event of Force Majeure disappears.

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16. Governing Law and Dispute Resolution

16.1 The effectiveness, interpretation, implementation and dispute-resolution related to this Agreement shall be governed under PRC Laws.

16.2 Any dispute arising out of this Agreement shall be resolved by Parties through mutual negotiation. If Parties could not reach an agreement within thirty (30) days since the dispute is brought forward, any Party may submit the dispute to China International Economic and Trade Arbitration Commission in Beijing for arbitration under its applicable rules, the language of arbitration proceedings shall be English. The arbitration award should be final and binding upon both parties.

16.3 During the process of dispute-resolution, Parties shall continue to perform other terms under this Agreement, except for provision of dispute resolution.

17. Miscellaneous

17.1 The Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous oral or written agreements and understandings.

17.2 This Agreement shall bind and benefit the successor of each Party and the transferee permitted hereunder with the same rights and obligations as if the original parties hereof.

17.3 Any notice required to be given or delivered to the Parties hereunder shall be in writing and delivered to the address as indicated below or such other address or as such party may designate, in writing, from time to time. All notices shall be deemed to have been given or delivered upon by personal delivery, fax and registered mail. It shall be deemed to be delivered upon: (1) registered air mail: five (5) business days after deposit in the mail; (2) personal delivery or by fax: two (2) business days after transmission. If the notice is delivered by fax, it should be confirmed by original through registered air mail or personal delivery:

Borrower: Wei Zhixiong

Address: 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;

Tel: 0755-8348-7878

Fax: 0755-8348-7881

Lender: Shenzhen CCPower Investment Consulting Co., Ltd.

Contact person: Renyan GE

Address: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC;

Tel: 136-3266-8228

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17.4 If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which effects the Parties original intention to the largest extent.

17.5 This Agreement shall be executed in English and Chinese language versions, each of which shall have equal validity. However, in the event of any inconsistency between the two, the English language version shall govern and control.

17.6 This Agreement is executed in two (2) copies with each of the person signing this Agreement holding one copy. Each of copy shall be equally valid and authentic.

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IN WITNESS THEREFORE, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

For and on behalf of

Borrower:

Shareholder of Shenzhen CCPower Corporation

Wei Zhixiong: /s/ Wei Zhixiong

Lender:

Shenzhen CCPower Investment Consulting Co., Ltd.

Legal Representative:	Renyan GE
Signature & Seal:	/s/ Renyan Ge

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EX-10.6

EXHIBIT 10.6

Equity Pledge Agreement

By and among

The Shareholder of Shenzhen CCPower Corporation

(“Pledgor”)

Shenzhen CCPower Investment Consulting Co., Ltd.

(“Pledgee”)

and

Shenzhen CCPower Corporation

(“Company”)

August 25, 2016

Equity Pledge Agreement

This Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is entered into on August 25, 2016 by and among the following parties:

(1) Shareholder of Shenzhen CCPower Corporation (hereinafter called “Pledgor”), as follows:

Name of the Shareholder	Shareholding Ratio (%)			Contribution		ID Card No.
Wei Zhixiong		100	%		10,000,000		430524197303182439

(2)	Shenzhen CCPower Investment Consulting Co., Ltd. (hereinafter called “Pledgee”), a wholly foreign owned enterprise registered in China with its registered address at 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC. It’s legal representative is Renyan GE; and
(3)	Shenzhen CCPower Corporation (hereinafter called the “Company”), an enterprise duly registered in Shenzhen, China, with its registered address at 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen.

(Pledgor, Pledgee and the Company are collectively called the “Parties” or “Each Party” respectively hereunder.)

WHEREAS

1.	The Company is a domestic company incorporated and validly existing under PRC Laws, and its business license No. is 9144030074663507X7;
2.	The Pledgor legally holds 100% of the outstanding equity interests (as defined below) in the Company;
3.	The Pledgee is a wholly foreign-owned enterprise incorporated under the PRC Laws (as defined below);
4.	Pledgor signed a loan agreement (the “Loan Agreement”) with Pledgee on the same date of the execution of this Agreement. According to the Loan Agreement, Pledgee will provide the loan to Pledgor, and Pledgor agrees to pledge all his Equity Interests in the Company as a guaranty of the performance of the obligations under the Loan Agreement;
5.	Pledgee signed a entrusted management agreement (the “Entrusted Management Service Agreement”) with the Company and Pledgor on the same date of the execution of this Agreement, and Pledgor agrees to pledge all his equity interests in the Company to Pledgee as a guaranty for the performance of his obligations thereunder;

1

6.	Pledgee signed a technical service agreement (the “Technical Service Agreement”) with the Company and Pledgor on the same date of the execution of this Agreement, and Pledgor agrees to pledge all his Equity Interests in the Company to Pledgee as a guaranty for the performance of the obligations thereunder; and
7.	Pledgee signed an exclusive purchase option agreement (the “Exclusive Purchase Option Agreement”) with the Company and Pledgor on the same date of the execution of this Agreement, and the Parties thereto agree that Pledgor shall pledge all his Equity Interests in the Company to Pledgee as a guaranty of the performance of the obligations assumed by Pledgor and the Company thereunder.

NOW THEREFORE, the Parties, through friendly negotiations, hereby enter into this Agreement with respect to the equity pledge.

1. Definitions and Interpretation

Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

1.1	“Business Day” refers to any calendar day except Saturday, Sunday and other public holidays as permitted by PRC Laws;
1.2	“Equity”, “Equities” or “Equity Interests” refers to all of the equity interests in the Company, including the equity interests set forth on the table in Recital 1 on page 1;
1.3	“Event of Default” refers to the event as defined in Article 8 hereunder;
1.4	“Main Agreements” refers to the Loan Agreement, Entrusted Management Agreement, Technical Service Agreement and Exclusive Purchase Option Agreement and the appendixes or amendments thereof (if applicable);
1.5	“Pledged Equity” refers to all the Pledgor’ Equity Interests in the Company as provided in Article 2.1 which will be pledged to Pledgee;
1.6	“PRC” refers to the People’s Republic of China, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province;
1.7	“PRC Laws” refers to all PRC laws, administrative regulations and government rules in effect; and
1.8	“Right of Pledge” refers to the right owned by the Pledgee to be first compensated from the money converted from or the proceeds from the auction or sale of the Pledged Equity by the Pledgee in the event Pledgor and/or the Company fail to fulfill in whole the obligations specified under the Main Agreements, and such right shall cause the Pledgee to be entitled to the dividends arising from Pledged Equity.

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2.	Equity Pledge
2.1	The Parties agree that Pledgor shall pledge all his Equities in the Company to the Pledgee as a guaranty for the performance of the obligations assumed by the Pledgor and/or the Company under each of the Main Agreements.
2.2	In case that the Pledgor increases or reduces his Equity Interests in the Company during the term of this Agreement, the Pledged Equity shall be automatically expanded or reduced to cover all of the Equity Interests owned by the Pledgor after the increase or reduce is completed.
2.3	The Pledgee shall be entitled to exercise its Right of Pledge pursuant to the provisions set forth in Article 7 and Article 8 herein. The Parties agree that, in case any act conducted by the Pledgor or the Company may adversely affect the Pledgee’s Right of Pledge, the Pledgee shall be entitled to require the Pledged Equity to be auctioned or sold in advance and the proceeds from such auction or sale shall be used to settle the debt secured by the Pledged Equity in advance. The Pledgor and the Company shall accept the request from Pledgee as provided above and shall provide all the necessary assistances to the Pledgee for enforcement of the above request. The Pledgor and the Company shall not prevent the Pledgee from exercising the above rights.
2.4	The Pledge shall become effective as of the date when the pledge of the Equity Interest is recorded in the shareholder register of the Company (including both the original and duplicate copies). The Pledge shall be continuously valid until all payments due and all obligations under the Main Agreements have been fulfilled by the Company and the Pledgor.

3.

Registration of Pledge

3.1

Upon the execution of this Agreement, the Pledgor shall cause the Company to record the Right of Pledge in the Company’s shareholder list and deliver such list affixed with the seal of the Company as well as the original of shareholder capital contribution certificate of the Pledgor to the Pledgee or any third party designated by the Pledgee for keeping. During the term of this Agreement, if there are any changes to the Company’s shareholder list or the registered capital contribution certificate which receive the prior consent from the Pledgee, the Pledgee shall return the shareholder list and registered capital contribution certificate to the Company for modification, and the Company shall complete the modification and deliver such modified shareholder list and registered capital contribution certificate to Pledgee.

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4.	Representations and Warranties
4.1	Each Party under this Agreement represents and warrants to other Parties that:

(1)	it has relevant power, rights and authorizations for the execution of this Agreement hereof, and performance of the obligations hereunder;
(2)	it has obtained the written approval and authorization with respect to the execution and implementation of this Agreement from each of the relevant third parties, if any;
(3)	the execution and performance of this Agreement do not violate or conflict with any of the terms and conditions of other agreements sighed between the Parties.

4.2 The Pledgor represents and warrants to the Pledgee that:

(1)	the Pledgor is the legal owner of the Pledged Equity, and have fulfilled the obligations of capital contribution in the registered capital of the Company;
(2)	except for the Right of Pledge as setup hereunder, the Pledged Equity is not subject to any pledge, guaranty or other encumbrances;
(3)	except for the capital increase provided in the Loan Agreement, the Pledgor has not and will not, increase the Company’s registered capital, transfer the Equity to any third party or make any agreements, whether oral or written, with respect to the transfer of Pledged Equity.

4.3 The Company agrees to be jointly liable for all representations and warranties made by the Pledgor hereunder.

5.	Obligations of Pledgor
5.1	The dividend and bonus, if any, arising from the Pledged Equity shall be deposited in an escrow account under the supervision by the Pledgee;
5.2	Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgor shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall they place or allow any encumbrances on such Pledged Equity;
5.3	Without Pledgee’s prior written consent, Pledgor shall not engage in any business or operation which is in competition with the Company, the Company’s owned or controlled subsidiaries and Pledgee, nor shall Pledgor invest in or work for any company or entity which is in competition with the Company, the Company’s owned or controlled subsidiaries, or Pledgee;
5.4	Without the Pledgee’s prior written consent, the Pledgor shall not supplement or amend the Articles of Association of the Company in any manner, nor shall they take action to increase or decrease the registered capital or change the shareholding structure of the Company in any manner;
5.5	Without Pledgee’s prior written consent, the Pledgor shall guarantee that they shall not approve resolutions related to the dissolution, liquidation and change of legal form of the Company, or its owned or holding subsidiaries;

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5.6	The Pledgor shall guarantee that the shareholder’s meeting of the Company shall not approve any profit distribution proposal, nor request or accept such distributed dividend, without the Pledgee’s prior written consent; upon the Pledgee’s request, the Pledgor shall promptly convene the shareholder’s meeting for the purpose of allocating the Company’s profits, approve any profit distribution proposal approved in writing by the Pledgee, and accept such distributed dividend;
5.7	Upon the Pledgee’s request, the Pledgor shall provide the Pledgee with all the information regarding the business operation and financial condition of the Company;
5.8	The Pledgor shall not incur or succeed to any debts or liabilities which may adversely affect his Equity Interests in the Company without the Pledgee’s prior written consent;
5.9	The Pledgor shall appoint, and appoint only, the candidates nominated by the Pledgee to the board of directors and supervisor office of the Company, and shall not replace such candidates without the Pledgee’s prior written consent;
5.10	The Pledgor shall guarantee that the shareholder’s meeting of the Company and the directors of the Company appointed by themselves will not approve any acquisition by, any consolidation with, or any investment in any third party, without the Pledgee’s prior written consent;
5.11	The Pledgor shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative dispute which involve the assets, business or incomes of the Company, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute;
5.12	The Pledgor shall not commit any conduct that may adversely affect the assets, business operation, the debts and liabilities of the Company, without the Pledgee’s prior written consent;
5.13	To the extent permitted by the PRC laws and regulations, and at any time upon Pledgee’s request, the Pledgor shall promptly and unconditionally transfer all or part of his Equity Interests of the Company to Pledgee or its designated third party in accordance with the Exclusive Purchase Option Agreement, and waive his preemptive rights with respect to such transfer;
5.14	The Pledgor shall guarantee that the shareholder’s meeting of the Company will approve the resolution in respect of the Equity Transfer or Assets Transfer under the Exclusive Purchase Option Agreement;
5.15	The Pledgor shall make every efforts to guarantee that the Company performs its obligations in Article 6 hereunder;
5.16	The Pledgor shall, to the extent permitted by applicable laws, cause the business term of the Company (including the circumstance of change of business terms) to be no shorter than that of the Pledgee, which is approved by the relevant authorities (including the circumstance of change of business terms);
5.17	The Pledgor shall strictly comply with the provisions of this Agreement, and effectively perform his obligations hereunder, and shall be prohibited from committing any conduct which may affect the validity or enforceability of this Agreement.

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6.	Obligations of the Company
6.1	Without the Pledgee’s prior written consent, the Company shall not make any supplement or amendment to the Articles of Association or rules of the Company, the Company’s owned and controlled subsidiaries (the “Subsidiaries”) in any manner, nor increase or decrease the registered capital or change the shareholding structure of aforesaid entities in any manner;
6.2	The Company shall prudently and effectively maintain its business operations according to good financial and business standards so as to maintain or increase the value of its assets;
6.3	Unless as required for its business operation or upon the prior written consent by Pledgee, the Company and Subsidiaries shall not transfer, mortgage or otherwise dispose of the lawful rights and interests to and in their assets or incomes, nor to encumber their assets and income in any way that would affect the Pledgee’s security interests;
6.4	The Company and Subsidiaries shall not incur or succeed to any debts or liabilities unless as required for its business operation or upon the prior written consent by Pledgee;
6.5	Without the Pledgee’s prior written consent, the Company and Subsidiaries shall not enter into any material contract (exceeding RMB 1,000,000 in value);
6.6	Without the Pledgee’s prior written consent, the Company and Subsidiaries shall not provide any loans or guaranty (exceeding RMB 1,000,000 in value) to or receive borrowings (exceeding RMB 1,000,000 in value) from any third party;
6.7	At the Pledgee’s request, the Company shall provide the Pledgee with all information regarding its and the Subsidiaries’ business operation and financial condition;
6.8	The Company shall purchase insurance in such amounts and categories as customary among the companies doing similar business and having similar assets;
6.9	Without the Pledgee’s prior written consent, the Company and Subsidiaries shall not establish new subsidiaries, acquire or consolidate with any third party, nor invest in any third party;
6.10	The Company shall promptly notify the Pledgee of any pending or threatened lawsuit, arbitration or administrative disputes which involve its and Subsidiaries’ assets, business or incomes, and take all positive measures against aforesaid lawsuits, arbitrations or administrative dispute;

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6.11	Without the Pledgee’s prior written consent, the Company and Subsidiaries shall not distribute any dividends to the Pledgor in any manner, and at the Pledgee’s request, it shall promptly distribute all distributable dividends to the Pledgor;
6.12	Without the Pledgee’s prior written consent, the Company and Subsidiaries shall not commit any conduct that would materially affect its assets, business or liabilities.

7.	Exercise of Right of Pledge
7.1	The Pledgee may exercise the Right of Pledge at any time following the delivery of Notice of Default as provided in Article 8.2 to the Pledgor.
7.2	The Pledgee is entitled to cash from the Pledged Equity or be first compensated with the money converted from or the proceeds from auction or sale of all or part of Pledged Equity in accordance with legal procedures unless the Pledgor has duly and completely performed the obligations under Main Agreements.
7.3	Within the term of this Agreement, if the Pledged Equity hereunder is subjected to any compulsory disposal taken by a court or other government authorities due to the Pledgor’ failing to repay the debts or the Pledgor’s violation of PRC laws or state policies, etc., the Pledgor shall,

(1)	notify the Pledgee in writing of such compulsory disposals immediately following its occurrence;
(2)	use all efforts (including but not limited to provide other security to the court or other government authorities) to dismiss the compulsory disposal taken by the court or other government authorities over the Pledged Equity.

7.4 The Pledgor shall not hinder the Pledgee from exercising the Right of Pledge and shall give necessary assistance so that the Pledgee could realize its Right of Pledge.

8.	Events of Default
8.1	The following events shall be regarded as the Events of Default under this Agreement:

8.1.1	Any Party breaches any of the representations or warranties hereunder;
8.1.2	The Pledgor and/or the Company breaches any of the representations or warranties under any Main Agreements;
8.1.3	The Pledgor and/or the Company fail(s) to duly and completely perform any obligation hereunder;
8.1.4	The Pledgor and/or the Company fail(s) to duly and completely perform the obligations under the Main Agreements;
8.1.5	Any other borrowing, lending, guaranty, compensation or other liabilities of the Pledgor with any third parties: (1) is required for an early repayment or performance prior to the scheduled date due to any breach by the Pledgor; or (2) is due but can not be repaid or performed by the Pledgor as scheduled, which, at the sole discretion of the Pledgee, has an adverse effect on the Pledgor’ ability of performing the obligations under this Agreement and any Main Agreements;

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8.1.6	The Company fails to repay in full the debts which fall due;
8.1.7	The properties owned by Pledgor have significant adverse changes, which, at the sole discretion of Pledgee, has an adverse effect on Pledgor’ ability of performing the obligations under this Agreement.

8.2 Unless the Pledgor takes the action to Pledgee’s satisfaction to remedy the defaults as listed in Article 8.1 hereof, the Pledgee may give a written notice about default (“Notice of Default”) to the Pledgor when such default occurs or at any time thereafter.

9. Taxes and Expenses

The Parties shall pay, in accordance with relevant PRC laws and regulations, their respective taxes and expenses arising from the execution and performance of this Agreement.

10.	Assignment
10.1	The Pledgor shall not transfer part or all of his rights and obligations under this Agreement without prior written consent from the Pledgee.
10.2	The Parties agree that, to the extent permitted by law, the Pledgee shall have the right to transfer any or all of his rights and obligations under this Agreement to any third party upon a five (5)–day written notice to the Pledgor and the Company without his approval. The Pledgor and the Company shall sign the relevant agreements and documents pursuant to the request from the Pledgee.

11.	Effectiveness, Modification and Cancellation
11.1	This Agreement shall be executed on the date set forth in the first page and shall become effective on the date of execution.
11.2	The modification of this Agreement shall not take effect unless a written agreement is duly signed by the Parties.
11.3	This Agreement shall not be terminated or canceled unless a written agreement is duly signed by the Parties.

12.

Confidentiality

12.1

The negotiation, execution and articles of this Agreement and any information, documents, data and all other materials (herein “Confidential Information”) arising out of the implementation of this Agreement, shall be kept in strict confidence by the Parties. Without the written approval by the other Parties, none of the Parties shall disclose any Confidential Information to any third party, but the following shall not be considered to be “Confidential Information”:

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a.	The materials that is known or may be known by the Public (not including the materials disclosed by each Party receiving the Confidential Information in breach of this Agreement); or
b.	The materials required to be disclosed according to the applicable laws or the rules or provisions of stock exchange.
The materials may be disclosed by each Party to its legal or financial consultant relating to the transaction of this Agreement, provided that this legal or financial consultant shall comply with the confidentiality provisions set forth in this Section. The disclosure of the Confidential Information by staff or employed institution of any Party shall be deemed as the disclosure of such Confidential Information by such Party, and such Party shall bear the liabilities for breaching the Agreement.

12.2 This Article shall survive even if this Agreement is found to be invalid, amended, revoked, terminated or unable to implement by any reason.

13.	Force Majeure
13.1	An event of Force Majeure means an event that could not be foreseen, and could not be avoided and overcome, which includes among other things, but without limitation, acts of nature (such as earthquake, flood or fire), government acts, strikes or riots.
13.2	If an event of Force Majeure occurs, any of the Parties that is prevented from performing its obligations under this Agreement by an event of Force Majeure shall notify the other Parties without delay and within fifteen (15) days of the event provide detailed information about and notarized documents evidencing the event and take all reasonable means to minimize or remove the negative effects of Force Majeure on the other Parties, and shall not assume the liabilities for breaching this Agreement. While the Force Majeure is continuing, the Party alleging breach may suspend its performance. The Parties shall keep on performing this Agreement after the event of Force Majeure disappears.

14.	Applicable Law and Dispute Resolution
14.1	The execution, validity, construing and performance of this Agreement and the disputes resolution under this Agreement shall be governed by the laws and regulations of the PRC.
14.2	The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each Party can submit such matter to China International Economic and Trade Arbitration Commission in Beijing for arbitration in accordance with its rules. The language of arbitration shall be English. The arbitration award shall be final conclusive and binding upon the Parties.
14.3	During the process of dispute-resolution, the Parties shall continue to perform other terms under this Agreement, except for provision of dispute resolution.

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15.	Miscellaneous
15.1	Entire Agreement. The Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersedes and replaces all prior or contemporaneous oral or written agreements and understandings.
15.2	Successor. This Agreement shall bind and benefit the successor of each Party and the transferee permitted hereunder with the same rights and obligations as if the original parties hereof.
15.3	Notice. Any notice required to be given or delivered to the Parties hereunder shall be in writing and delivered to the address as indicated below or such other address or as such party may designate, in writing, from time to time. All notices shall be deemed to have been given or delivered upon by personal delivery, fax and registered mail. It shall be deemed to be delivered upon: (1) registered air mail: five (5) business days after deposit in the mail; (2) personal delivery or delivery by fax: two (2) business days after transmission. If the notice is delivered by fax, it should be confirmed by original through registered air mail or personal delivery.

Pledgor: Wei Zhixiong

Address: 1705,Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;

Tel: 0755-8348-7878

Fax: 0755-8348-7881

Pledgee: Shenzhen CCPower Investment Consulting Co., Ltd.

Contact Person: Renyan GE

Address: 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen, PRC;

Tel: 136-3266-8228

The Company: Shenzhen CCPower Corporation

Contact person: Wei Zhixiong

Address: 1705, Tower A, Haisong Building, Tairan 9 Road,Chegongmiao, Futian District, Shenzhen;

Tel: 0755-8348-7878

Fax: 0755-8348-7881

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15.4	Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired thereby. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which effects the parties original intention to the largest extent.
15.5	Governing Language. This Agreement shall be executed in English and Chinese language versions, each of which shall have equal validity. However, in the event of any inconsistency between the two, the English language version shall govern and control.
15.6	Copies. This Agreement is executed in three (3) copies with each Party holding one (1) copy. Each of the originals shall be equally valid and authentic.

[Signature page follows]

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IN WITNESS WHEREOF, each party has executed this Agreement and delivered as of the date first above written.

Pledgor
Shareholder of Shenzhen CCPower Corporation
Wei Zhixiong:	/s/ Wei Zhixiong

Pledgee
Shenzhen CCPower Investment Consulting Co., Ltd.
Legal Representative:	Renyan GE
Signature & Seal:	/s/ Renyan Ge

The Company
Shenzhen CCPower Corporation
Legal Representative:	Wei Zhixiong
Signature and seal:	/s/ Wei Zhixiong

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EX-10.7

EXHIBIT 10.7

Assignment and Novation Agreement

转让和更替协议

This Assignment and Novation Agreement (“this Agreement”) is entered into on August 25, 2016 by and among the following Parties:

本《转让和更替协议》(“本协议”)由以下各方于2016年8月25日签订:

(1) Shenzhen CCPower Corporation (“PRC Entity”), a limited liability company duly incorporated in Shenzhen, the People’s Republic of China (the “PRC”), whose legal address is 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen;

深圳市中加力实业发展有限公司(“PRC Entity”),一家于中华人民共和国(“中国”)深圳市适当成立的有限责任公司,其法定地址为深圳市福田区沙头街道车公庙泰然九路海松大厦A-1705;

(2) Shenzhen CCPower Investment Consulting Co., Ltd. (“WFOE”), a wholly foreign owned enterprise duly incorporated in Shenzhen, PRC, whose legal address is 1705, Tower A, Haisong Building, Tairan 9 Road, Chegongmiao, Futian District, Shenzhen;

深圳市中加力投资咨询有限公司(“WFOE”),一家于中国深圳市适当成立的外商独资企业,其法定地址为深圳市福田区沙头街道车公庙泰然九路海松大厦A-1705;

(3) WANG Xili (“Assignor”), a PRC citizen holding a Chinese ID card with the ID number 420104196707150843;

汪夕力(“让与方”),一名持有身份证号码为420104196707150843的中国居民身份证的中国公民;

(4) WEI Zhixiong (“Assignee”), a PRC citizen holding a Chinese ID card with the ID number 430524197303182439.

魏志雄(“受让方”),一名持有身份证号码为430524197303182439的中国居民身份证的中国公民。

PRC Entity, WFOE, Assignor and Assignee shall hereinafter individually as a “Party” and jointly be referred to as the “Parties”.

PRC Entity,WFOE,让与方和受让方以下单独称“一方”,合称“各方。”

WHEAEAS:

鉴于:

(a) PRC Entity, WFOE and Assignor entered into certain Entrusted Management Agreement, Equity Pledge Agreement, Exclusive Purchase Option Agreement and Technical Service Agreement dated August 22, 2011 (collectively the “Original Control Agreements”).

PRC Entity,WFOE和让与方于2011年8月22日签署了特定的《委托管理协议》、《股权质押协议》、《独家购买权协议》和《技术服务协议》(合称为“原控制协议”)。

(b) WFOE and Assignor entered into certain Loan Agreement dated August 22, 2011 (“Assignor Loan Agreement”).

WFOE和让与方于2011年8月22日签署了特定的《借款协议》(“让与方借款协议”)。

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(c) As of the date hereof, Assignor as the borrower has received the loan amount under the Assignor Loan Agreement and contributed the same to the bank account of PRC Entity in accordance with the Assignor Loan Agreement, and Assignor has not repaid such loan.

截至本协议签署日,让与方作为借款人已收到让与方借款协议项下借款金额,并按照让与方借款协议将借款金额汇入PRC Entity银行账户,且让与方尚未偿还该等借款。

(d) Assignor and Assignee entered into certain Agreement on Equity Transfer dated August 25, 2016, under which Assignor intends to sell to Assignee, and Assignee intends to purchase from Assignor, 100% equity interests in PRC Entity (“PRC Entity Equity Transfer”).

让与方和受让方于2016年8月25日签署了特定的《股权转让协议》,约定让与方有意向受让方出售,且受让方有意向让与方购买PRC Entity的100%股权(“PRC Entity股权转让”)。

(e) As of the date hereof, the PRC Entity Equity Transfer has been consummated and Assignee has owned 100% equity interests in the PRC Entity.

截至本协议签署日,PRC Entity股权转让已完成且受让方已持有PRC Entity的100%股权。

(f) PRC Entity, WFOE and Assignee entered into certain Entrusted Management Agreement, Equity Pledge Agreement, Exclusive Purchase Option Agreement and Technical Service Agreement dated August 25, 2016 (collectively the “Updated Control Agreements”).

PRC Entity,WFOE和受让方于2016年8月25日签署了特定的《委托管理协议》、《股权质押协议》、《独家购买权协议》和《技术服务协议》(合称为“新控制协议”)。

(g) WFOE and Assignee entered into certain Loan Agreement dated August 25, 2016 (“Assignee Loan Agreement”).

WFOE和受让方于2016年8月25日签署了特定的《借款协议》(“受让方借款协议”)。

NOW, THEREFORE, the Parties hereby agree as follows:

因此,各方特此达成协议如下:

1. The Parties agree and acknowledge that Assignor has assigned all of his rights and obligations under the Original Control Agreements to Assignee as of August 25, 2016 and the Original Control Agreements was terminated and replaced by the Updated Control Agreements in their entirety on August 25, 2016.

各方同意并确认,自2016年8月25日起,让与方已将原控制协议项下全部权利和义务转让予受让方,原控制协议于2016年8月25日被终止并被新控制协议完整地取代。

2. The Parties agree and acknowledge that Assignor has assigned all his rights and obligations under the Assignor Loan Agreement to Assignee as of August 25, 2016 and the Assignor Loan Agreement was terminated and replaced by the Assignee Loan Agreement in its entirety on August 25, 2016.

各方同意并确认,自2016年8月25日起,让与方已将让与方借款协议项下全部权利和义务转让予受让方。让与方借款协议于2016年8月25日被终止并被受让方借款协议完整地取代。

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3. For avoidance of doubt, WFOE will not separately grant to Assignee the loan under the Assignee Loan Agreement. The amount borrowed by Assignor under the Assignor Loan Agreement shall be treated as the amount of loan which Assignee receives under the Assignee Loan Agreement. Assignee shall assume the responsibility to repay the loan and fulfill other obligations under the Assignee Loan Agreement.

为避免疑义,WFOE将不会向受让方另行发放受让方借款协议项下贷款。让与方在借款协议项下已借入的金额应被视为受让方在受让方借款协议项下收到的贷款金额。受让方应当承担受让方借款协议项下还款以及其他义务。

4. In case of any discrepancy between this Agreement or the Updated Control Agreements and Assignee Loan Agreement, the terms of this Agreement shall prevail.

如本协议与新控制协议或受让方借款协议有任何不一致之处,以本协议条款为准。

5. This Agreement is governed and interpreted by the laws of PRC.

本协议由中国法律管辖并据此解释。

6. The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after such dispute is raised, each Party can submit such matter to China International Economic and Trade Arbitration Commission in Beijing, PRC for arbitration in accordance with its rules. The language of arbitration shall be English. The arbitration award shall be final conclusive and binding upon the Parties.

凡由本协议引起的或与本协议有关的任何争议应通过本协议各方友好协商解决。如在发生争议后的三十(30)日内无法达成一致意见,任何一方均可以就争议事项向位于中国北京的中国国际经济贸易仲裁委员会申请按其规则进行仲裁。仲裁语言为英文。仲裁裁决应该是终局的,对各方均有约束力。

7. If any of the provisions of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of any other provisions of this Agreement.

如果本协议的任何条款被认定无效或者不可执行,该无效和不可执行应不影响本协议任何其他条款的效力和执行力。

8. This Agreement is signed in English and Chinese versions and both language versions shall have same legal effect.

本协议以中文和英文书就,两种语言文本具有同等法律效力。

9. This Agreement shall become effective upon execution by the Parties. This Agreement is made in three (3) originals of each version. Each Party shall hold one original of each version.

本协议经各方签署之日起生效。本协议一式叁(3)份。每一方持有一份原件。

[Signature page follows]

[下接签署页]

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IN WITNESS THEREFORE, the parties hereto have caused this Assignment and Novation Agreement to be executed and delivered as of the date first above written.

以昭信守,各方于协议开端所述日期正式签署并交付本《转让和更替协议》。

For and on behalf of:

代表:

Shenzhen CCPower Corporation(深圳市中加力实业发展有限公司)

Authorized Representative(授权代表): /s/ Wei Zhixiong

Shenzhen CCPower Investment Consulting Co., Ltd.(深圳市中加力投资咨询有限公司)

Authorized Representative(授权代表): /s/ Renyan Ge

WANG Xili(汪夕力)

Signature(签字): /s/ Wang Xili

WEI Zhixiong(魏志雄)

Signature(签字): /s/ Wei Zhixiong