chtl_10k-ex1008.htm


    


    EXHIBIT
10.8

     

    EXCLUSIVE
TECHNICAL AND MANAGEMENT

    CONSULTING
SERVICES AGREEMENT

     

    between

     

    Yunji
Communications Technology (China) Co. Ltd

     

    and

     

    CECT
Chinacomm Communications Co. Ltd.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    TABLE
OF CONTENTS

    


    
      	
              CLAUSE

            	 
      	
               
      PAGE

            
	
              1.

            	
              SCOPE
      OF SERVICES

            	
              3

            
	
              2.

            	
              PERSONNEL

            	
              4

            
	
              3.

            	
              FEES
      AND EXPENSES

            	
              4

            
	
              4.

            	
              INVOICE
      AND PAYMENTS

            	
              5

            
	
              5.

            	
              ASSISTANCE
      OF CHINACOMM

            	
              6

            
	
              6.

            	
              FINANCIAL
      RECORDS OF CHINACOMM

            	
              6

            
	
              7.

            	
              EXCLUSIVITY

            	
              6

            
	
              8.

            	
              COLLATERALS

            	
              6

            
	
              9.

            	
              REPRESENTATIONS
      AND WARRANTIES

            	
              6

            
	
              10.

            	
              CHINACOMM’S
      COVENANTS

            	
              8

            
	
              11.

            	
              ASSIGNMENT
      AND SUBCONTRACT

            	
              8

            
	
              12.

            	
              LIMITATION
      OF LIABILITY AND INDEMNITY

            	
              9

            
	
              13.

            	
              INTELLECTUAL
      PROPERTY

            	
              9

            
	
              14.

            	
              TERM
      AND EXTENSION

            	
              10

            
	
              15.

            	
              TERMINATION

            	
              10

            
	
              16.

            	
              CONFIDENTIALITY

            	
              10

            
	
              17.

            	
              GOVERNING
      LAW AND DISPUTE SETTLEMENT

            	
              11

            
	
              18.

            	
              MISCELLANEOUS
      PROVISIONS

            	
              11

            


    

     

    ANNEX 1
LIST OF EQUIPMENTS

    ANNEX 2
LIST OF COLLATERALS

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    This
Exclusive Technical and Management Consulting Services Agreement (this “
Agreement”) is made on May 23, 2008 by and between:

     

    
      	
              (1)

            	
              Yunji
      Communications Technology (China) Co. Ltd. (运基通信科技中国有限公司), whose
      registered office is at No. 18 Xihuan Nan Road, Economic and Technology
      Development Zone, Beijing, PRC (“Yunji”)

            
	 
      	 
      
	
              ON
      THE ONE HAND

            
	
              AND

            
	 
      
	
              (2)

            	
              CECT
      Chinacomm Communications Co. Ltd. (中电华通通信有限公司), whose registered office is
      at No.17# Building, Yuhai Yuan Er Li, Haidian District, Beijing,PRC
      (“Chinacomm”)

            
	 
      	 
      
	
              ON
      THE OTHER HAND

            
	 
      
	
              (hereinafter
      collectively referred to as the “Parties” and
      individually as a “Party”).

            


    

     

    WHEREAS:

    


    
      	
              (i)

            	
              Chinacomm
      is a telecom operator which holds licenses for the use of 3.5G Hz spectrum
      to deploy, maintain and operate wireless broadband in 29 cities throughout
      China;

            
	 
      	 
      
	
              (ii)

            	
              Yunji
      is in the business of telecom technology development, technical services,
      consulting and training, and telecom equipments
leasing;

            
	 
      	 
      
	
              (iii)

            	
              Chinacomm
      and Yunji has entered into a Equipments Lease Agreement, according to
      which Yunji will lease equipments and materials to Chinacomm to deploy and
      operate 3.5G Hz wireless broadband in 29 cities (the “ Project”)
      ;

            
	 
      	 
      
	
              (iv)

            	
              According
      to the Equipments Lease Agreement, Chinacomm shall appoint Yunji to
      provide technical services and management consulting services (the “
      Services”) in relation to the

            
	 
      	 
      
	 
      	
              procurement,
      installation, operation and maintainance of the Equipments (as defined in
      the Equipments Lease Agreement), and other Services to carry out the
      Project ; Yunji agrees to accept such appointment; and

            
	 
      	 
      
	
              (v)

            	
              Adhering
      to the principles of mutual benefit in accordance with Chinese laws and
      regulations, the Parties have decided to enter into this
      Agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    IT IS AGREED AS
FOLLOWS:

    


    
      	
              1.

            	
              SCOPE
      OF SERVICES

            
	 
      	 
      
	
              1.1

            	
              Technical
      Services

            
	 
      	 
      
	 
      	
              Yunji
      shall provide technical services to Chinacomm in relation
    to:

            
	 
      	 
      
	 
      	
              (a)

            	
              Architectural
      and engineering;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Site
      acquisition and construction;

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              Equipment
      procurement;

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              IT
      software systems and licensing;

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              Mesh
      point to point backhaul nodes;

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              IT
      systems hardware;

            
	 
      	 
      	 
      
	 
      	
              (g)

            	
              Project
      management;

            
	 
      	 
      	 
      
	 
      	
              (h)

            	
              Network
      management systems;

            
	 
      	 
      	 
      
	 
      	
              (i)

            	
              Value
      added platforms;

            
	 
      	 
      	 
      
	 
      	
              (j)

            	
              IP
      transit and backhaul;

            
	 
      	 
      	 
      
	 
      	
              (k)

            	
              IT
      solutions and systems;

            
	 
      	 
      	 
      
	 
      	
              (l)

            	
              Security
      and redundancy;

            
	 
      	 
      	 
      
	 
      	
              (m)

            	
              Network
      optimization;

            
	 
      	 
      	 
      
	 
      	
              (n)

            	
              Billing
      systems;

            
	 
      	 
      	 
      
	 
      	
              (o)

            	
              Training
      of technical staff; and

            
	 
      	 
      	 
      
	 
      	
              (p)

            	
              Other
      technical assistance as may be agreed by the Parties.

            
	 
      	 
      	 
      
	
              1.2

            	
              Management
      Consulting Services

            
	 
      	 
      
	 
      	
              Yunji
      shall provide management consulting services to Chinacomm in the following
      areas:

            
	 
      	 
      
	 
      	
              (a)

            	
              Business
      development strategy;

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              Human
      resources recruitment management, training and personnel development
      policies;

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              Accounting
      policies and systems according to International Accounting Standards and
      PRC Accounting Standards;

            
	 
      	 
      	 
      
	 
      	
              (d)

            	
              Risk
      management policies and systems;

            
	 
      	 
      	 
      
	 
      	
              (e)

            	
              Security
      policies and systems;

            
	 
      	 
      	 
      
	 
      	
              (f)

            	
              Management
      information systems;

            
	 
      	 
      	 
      
	 
      	
              (g)

            	
              Environmental
      compliance and monitoring systems and the observance of applicable
      environmental laws;

            
	 
      	 
      	 
      
	 
      	
              (h)

            	
              Procurement
      polices and inventory management
systems;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (i)

            	
              Implementation
      of Code of Conduct for employees; and

            
	 
      	 
      	 
      
	 
      	
              (j)

            	
              Other
      management assistance as may be agreed by the Parties.

            
	 
      	 
      	 
      
	
              1.3

            	
              License

            	 
      
	 
      	 
      	 
      
	 
      	
              If
      the performance of any of the above services requires specific
      qualification, license or permit under PRC law, Yunji shall obtain such
      qualification, license or permit promptly, or cooperate with a third party
      which holds such qualification, license or permit to carry out such
      Services in a manner that permitted by PRC law.

            
	 
      	 
      
	
              2.

            	
              PERSONNEL

            
	 
      	 
      
	
              2.1

            	
              Staffing

            
	 
      	 
      
	 
      	
              Yunji
      shall assign personnel as needed to meet its obligations under this
      Agreement to this Project. The personnel assigned to this Project shall
      have requisite skill, expertise, and experience to perform the
      Services.

            
	 
      	 
      
	
              2.2

            	
              Provision
      of Key Personnel

            
	 
      	 
      
	 
      	
              In
      order to assist in the performance of the Services, Yunji shall provide
      key technical and management personnel on short term secondment, from time
      to time, as may be reasonably required by Chinacomm.

            
	 
      	 
      
	
              2.3

            	
              Cost
      Recovery

            
	 
      	 
      
	 
      	
              Where
      a technical or management staff of Yunji is seconded to Chinacomm under
      Clause 2.2, Chinacomm shall pay Yunji for the use of the seconded staff on
      a full cost recovery basis, which shall include his salary, medical
      insurance, traveling, accommodation, lodging, pension contribution,
      holiday entitlement and other benefits.

            
	 
      	 
      
	
              3.

            	
              FEES
      AND EXPENSES

            
	 
      	 
      
	
              3.1

            	
              Retainer

            
	 
      	 
      
	 
      	
              During
      the continuance of this Agreement, Chinacomm shall pay Yunji an amount
      which equals to 【 】of Chinacomm’ s annual turnover (“Retainer”).  The
      Retainer shall be paid monthly based on Chinacomm’ s monthly turnover, and
      each monthly payment shall be made within twenty (20) days following the
      end of each month.  The Retainer will cover the Services
      rendered by Yunji for up to 【 】man-days for each year.  Once
      such amount of Services is reached for a specific year, Yunji will be
      entitled to charge Chinacomm additional fees, costs and expenses incurred
      for additional Services provided during that year in accordance with the
      rates set forth in Clause 3.2 below.

            
	 
      	 
      
	 
      	
              Any
      services not indicated in this Agreement shall be subject to a different
      quotation to be agreed by the Parties.

            
	 
      	 
      
	
              23.2

            	
              Additional
      Fees

            
	 
      	 
      
	 
      	
              Where
      in any year, the Services provided by Yunji to Chinacomm exceed 【
      】man-days, for every man-day of Services in excess of 【 】man-days (the “
      Excess Services”),
      Yunji shall be paid by Chinacomm in accordance with the following rates
      (for the year 2008):

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               (i)

            	
              Level
      I

            	 
      
	 
      	 
      	 
      
	 
      	
              【
      】

            	
              【
      】/ day

            
	 
      	 
      	 
      
	
              (ii)

            	
              Level
      II

            	 
      
	 
      	 
      	 
      
	 
      	
              【
      】

            	
              【
      】/ day

            
	 
      	 
      	 
      
	
              (iii)

            	
              Level
      III

            	 
      
	 
      	 
      	 
      
	 
      	
              【
      】

            	 
      
	 
      	 
      	
              【
      】/ day

            


    

    


    
      	 
      	
              The
      above rates shall be reviewed annually, and the new rates shall be
      applicable as from the first day of each year. In case no special
      agreement has been reached by the Parties in this regard, such rates shall
      be increased in accordance with the increase of Consumer Price Index of
      PRC over the same period.

            
	 
      	 
      
	
              3.3

            	
              Expenses

            
	 
      	 
      
	 
      	
              In
      addition to the payment of fees pursuant to Clauses 3.1 and 3.2 above,
      Chinacomm shall reimburse Yunji for all expenses incurred by Yunji ‘s
      personnel, including without limitation to travelling expenses, hotel
      expenses, communication costs and food expenses, resulting from the
      provision of Services pursuant to this Agreement.

            
	 
      	 
      
	
              4.

            	
              INVOICE
      AND PAYMENTS

            
	 
      	 
      
	
              4.1

            	
              Invoice

            
	 
      	 
      
	 
      	
              Yunji
      shall send to Chinacomm an invoice specifying the Services rendered and
      Retainer payable for each specific month as soon as practicable following
      the end of such month. Where Excess Services are rendered or where
      technical and/or management staff of Yunji is seconded to Chinacomm in any
      month, as soon as practicable after the end of the month, Yunji shall send
      to Chinacomm an invoice that details the Services provided or the staff
      seconded and the amounts payable by Chinacomm to Yunji (the “Invoice”).

            
	 
      	 
      
	
              4.2

            	
              Payments

            
	 
      	 
      
	 
      	
              Within
      ten (10) Days after Chinacomm receives each Invoice, Chinacomm shall pay
      the amounts stated to be payable in the Invoice, without deduction,
      set-off or counterclaim, by wire transfer in immediately available funds
      to the account designated in the Invoice for such
  payment.

            
	 
      	 
      
	
              4.3

            	
              Interest
      on Overdue Payments

            
	 
      	 
      
	 
      	
              If
      any payment required to be made pursuant to Clause 3 is not made within
      thirty (30) days of receipt by Chinacomm of the relevant invoice,
      Chinacomm shall be liable to pay penalty to Yunji at the interest rate of
      0.1% per day of the overdue amount from the date on which such payment was
      due until the date of full payment.

            
	 
      	 
      
	
              4.4

            	
              Taxes

            
	 
      	 
      
	 
      	
              All
      taxes, duties, charges and fees of any nature whatsoever in connection
      with Yunji’ s performance of Services under this Agreement or any payment
      thereunder shall be the obligation of and be paid by Chinacomm as a
      direct expense. Yunji shall invoice Chinacomm for such taxes and Chinacomm
      shall pay these taxes together with other fees and expenses stated in the
      invoice.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              ASSISTANCE
      OF CHINACOMM

            
	 
      	 
      
	 
      	
              Chinacomm
      shall make available all personnel, materials and information necessary,
      and allow access to all sites and facilities for Yunji to perform the
      Services.

            
	 
      	 
      
	
              6.

            	
              FINANCIAL
      RECORDS OF CHINACOMM

            
	 
      	 
      
	 
      	
              To
      determine the amount of Retainer provided in Clause 3.1 above, Chinacomm
      shall make all of its accounts, books, ledgers, tax statements, vouchers,
      invoices, receipts, contracts, and other materials available to Yunji, at
      any time upon Yunji’ s request. Chinacomm shall promptly reply to Yunji’ s
      inquiries and/or questions regarding such materials, and provide full
      cooperation to the auditor appointed by Yunji.

            
	 
      	 
      
	
              7.

            	
              EXCLUSIVITY

            
	 
      	 
      
	 
      	
              Chinacomm
      hereby undertakes that it will not, either directly or indirectly or
      through any other person or entity, enter into any agreement or
      contractual arrangement with a third party to seek any kind of technical
      or managerial service for the Project, without the express written consent
      of Yunji.

            
	 
      	 
      
	 
      	
              Chinacomm
      further undertakes that, upon Yunji’s request, it will assign whole or
      part of its rights and obligations under the agreements which have been
      entered into with third parties before the date of this Agreement
      regarding the provision of Services, and procure the third parties to
      agree with such assignment.

            
	 
      	 
      
	
              8.

            	
              COLLATERALS

            
	 
      	 
      
	 
      	
              To
      guarantee the performance of its payment obligations under this Agreement,
      Chinacomm hereby agrees to provide fibre back-bone, equipments and other
      assets to which it holds ownership as collaterals (“Collaterals”) to
      Yunji.  A list of the Collaterals are provided in Annex
      4.

            
	 
      	 
      
	 
      	
              After
      the execution of this Agreement, Chinacomm shall, with the assistance of
      Yunji, promptly complete all the formalities required under PRC law to
      validate such guarantee.

            
	 
      	 
      
	
              9.

            	
              REPRESENTATIONS
      AND WARRANTIES

            
	 
      	 
      
	
              9.1

            	
              Yunji’s
      Representations and Warranties

            
	 
      	 
      
	 
      	
              Yunji
      represents and warrants to Chinacomm that:

            
	 
      	 
      
	 
      	
              (i)

            	
              it
      is a corporation duly established under the laws of PRC and has full power
      and capacity to enter into this Agreement;

            
	 
      	 
      	 
      
	 
      	
              (ii)

            	
              it
      has taken all necessary action for the corporate authorisation of its
      entry into this Agreement and the performance of its obligations under
      this Agreement;

            
	 
      	 
      	 
      
	 
      	
              (iii)

            	
              its
      execution of this Agreement and its exercise of its rights and performance
      of its obligations hereunder does not and will not conflict with any law
      or regulation applicable to it or its constitutional documents or any
      agreement or other instrument to which it is a party or which is binding
      on it or any of its assets;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              (iv)

            	
              its
      obligations under this Agreement are legally binding and enforceable
      pursuant to this Agreement ;

            
	 
      	 
      	 
      
	 
      	
              (v)

            	
              it
      will perform the Services in accordance with (a) generally accepted
      industry practices; (b) all applicable PRC laws and regulations; and (c)
      the Order and/or Change Order; and

            
	 
      	 
      	 
      
	 
      	
              (vi)

            	
              it
      will perform the Services in a good and workmanlike
  manner.

            
	 
      	 
      	 
      
	
              9.2

            	
              Chinacomm’s
      Representations and Warranties

            
	 
      	 
      
	 
      	
              Chinacomm
      represents and warrants to Yunji that:

            
	 
      	 
      
	 
      	
              (i)

            	
              it
      is a corporation duly established under the laws of the PRC and has full
      power and capacity to enter into this Agreement;

            
	 
      	 
      	 
      
	 
      	
              (ii)

            	
              it
      has taken all necessary action for the corporate authorisation of its
      entry into this Agreement and the performance of its obligations under
      this Agreement;

            
	 
      	 
      	 
      
	 
      	
              (iii)

            	
              its
      execution of this Agreement and its exercise of its rights and performance
      of its obligations hereunder does not and will not conflict with any law
      or regulation applicable to it or its constitutional documents or any
      agreement or other instrument to which it is a party or which is binding
      on it or any of its assets;

            
	 
      	 
      	 
      
	 
      	
              (iv)

            	
              its
      obligations under this Agreement are legally binding and enforceable
      pursuant to this Agreement;

            
	 
      	 
      	 
      
	 
      	
              (v)

            	
              it
      is not involved in liquidation, bankruptcy, merger, consolidation,
      division, re­organization, dissolution, winding-up or similar legal or
      administrative proceedings, nor in any events or situations that may
      result in the involvement into such legal or administrative
      proceedings;

            
	 
      	 
      	 
      
	 
      	
              (vi)

            	
              it
      holds valid permits or licenses required by applicable PRC laws and
      regulations in order to carry out the Project;

            
	 
      	 
      	 
      
	 
      	
              (vii)

            	
              no
      material assets is subject to any court enforcement, attachment,
      detention, lien or other restrictions, nor is there any event or situation
      that may cause any material assets of Chinacomm subject to such
      restrictions;

            
	 
      	 
      	 
      
	 
      	
              (viii)

            	
              it
      will comply with all laws and regulations and assume all liabilities with
      respect to the Services rendered upon its request; and

            
	 
      	 
      	 
      
	 
      	
              (ix)

            	
              all
      accounting records, vouchers, invoices, ledgers, contracts and memoranda
      and all other accounting documents of Chinacomm and records of all
      transactions thereof will be accurately and properly written up, kept and
      maintained in accordance with generally accepted accounting practice in
      the PRC and together shows a true and fair view of the affairs and
      financial position of Chinacomm.

            
	 
      	 
      	 
      
	
              9.3

            	
              Liability

            
	 
      	 
      
	 
      	
              If
      any representation made by either of the Parties under this Clause 8
      proves to have been materially incorrect when made, the suffering Party
      shall be entitled to compensation for any related
  damages.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               10.

            	
              CHINACOMM’
      S COVENANTS

            
	 
      	 
      
	
              10.1

            	
              Positive
      Covenants

            
	 
      	 
      
	 
      	
              During
      the term of this Agreement, Chinacomm undertakes to the WFOE that it
      shall:

            


    

    


    
      	 
      	
              (i)

            	
              keep
      its operation of business in accordance with good commercial
      practice;

            
	 
      	 
      	 
      
	 
      	
              (ii)

            	
              promptly
      after its awareness of the same, notify the WFOE in writing of the details
      of any involvement of it or any of its material assets into any
      litigation, arbitration or administrative proceedings, court enforcement
      or attachment, detention or other similar restrictions, or any events or
      situation which may give rise to the involvement into such proceedings or
      restrictions; within three (3) Business Days after its awareness of the
      same, specifying the effect or possible effect of such involvement and the
      measures it has taken or will take as remedy;

            
	 
      	 
      	 
      
	 
      	
              (iii)

            	
              promptly
      provide the WFOE with all its financial records and any other information
      or document as requested;

            
	 
      	 
      	 
      
	 
      	
              (iv)

            	
              comply
      with the applicable laws and regulations to maintain its existence and its
      business license and to avoid any material adverse effect on (a) its
      business, operations, property, condition (financial or otherwise) or
      prospects; (b) its ability to perform its obligations hereunder; or (c)
      the validity or enforceability of this Agreement;

            
	 
      	 
      	 
      
	 
      	
              (v)

            	
              promptly
      upon becoming aware of its occurrence, notify Yunji any Event of Default
      and the steps it has taken or will take to remedy it.

            
	 
      	 
      	 
      
	
              10.2

            	
              Negative
      Covenants

            


    

    


    
      	 
      	
              Without
      written consent from the WFOE, Chinacomm shall not:

            
	 
      	 
      	 
      
	 
      	
              (i)

            	
              directly
      or indirectly engage in any business beyond the scope of business
      permitted in its business license;

            
	 
      	 
      	 
      
	 
      	
              (ii)

            	
              proceed
      in liquidation, bankruptcy, dissolution, winding-up or other similar legal
      proceedings;

            
	 
      	 
      	 
      
	 
      	
              (iii)

            	
              make
      any disposal to the Collaterals without prior consent of the WFOE
      ;

            
	 
      	 
      	 
      
	 
      	
              (iv)

            	
              change
      its scope or general nature of business or modify its articles of
      association;

            
	 
      	 
      	 
      
	 
      	
              (v)

            	
              enter
      into any amalgamation, demerger, merger or corporate
      reconstruction;

            
	 
      	 
      	 
      
	 
      	
              (vi)

            	
              lease,
      transfer, assign or sale any of its material assets;
and

            
	 
      	 
      	 
      
	 
      	
              (vii)

            	
              create
      or permit to subsist any encumbrance over any of its material
      assets.

            
	 
      	 
      	 
      
	
              11.

            	
              ASSIGNMENT
      AND SUBCONTRACT

            
	 
      	 
      	 
      
	
              11.1

            	
              Assignment

            


    

    


    
      	 
      	
              A
      Party may assign its rights and/or obligations under this Agreement in
      part or in whole to a third party only with the prior consent of the other
      Party.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2

            	
              Sub-contract

            
	 
      	 
      
	 
      	
              Yunji
      may delegate or subcontract the provision of any of the Services to a
      third party when such delegation or sub-contracting is, in its respective
      judgment, appropriate and necessary for the successful completion of the
      Services.

            
	 
      	 
      
	 
      	
              Yunji
      shall be responsible for all the work conducted by third party. Yunji will
      be entitled to receive Service Fee for such Services as if it was
      performed by Yunji, provided that Chinacomm shall not be liable to pay any
      fees or disbursements to the third party providing such
      Services.

            
	 
      	 
      
	 
      	
              Yunji
      agrees, before contracting with any third party, it shall obtain
      Chinacomm’s confirmation on the choice of the third party service
      provider.

            


    

    


    
      	
              12.

            	
              LIMITATION
      OF LIABILITY AND INDEMNITY

            
	 
      	 
      
	
              12.1

            	
              Limitation
      of Liability

            
	 
      	 
      
	 
      	
              None
      of Yunji or the third party designated by Yunji shall be liable to
      Chinacomm for any direct or indirect loss, liability or other damages
      (other than those caused by gross negligence, fraud or willful
      misconduct), including consequential damages, arising out of the Services
      provided or use of any information
transferred.

            


    

    


    
      	
              12.2

            	
              Indemnity

            
	 
      	 
      
	 
      	
              In
      the absence of gross negligence or fraud or wilful misconduct on the part
      of Yunji or its employees, Chinacomm shall hold harmless and indemnify
      Yunji for itself and as trustee for its employees from and against, any
      and all claims (and reasonable costs and expenses incurred while defending
      them) connected with the performance of the
  Services.

            


    

    


    
      	
              13.

            	
              INTELLECTUAL
      PROPERTY

            
	 
      	 
      
	
              13.1

            	
              Non-exclusive
      License

            
	 
      	 
      
	 
      	
              Drawings,
      specifications and other documents, including those in electronic form,
      prepared by Yunji are instruments of services (“Instrument of
      Services”) for use solely
      with respect to the Project. Yunji shall be deemed the author and owner of
      such instruments of Services and retain all intellectual property rights
      contained therein. Upon execution of this Agreement, Yunji grants to
      Chinacomm a non-exclusive license to reproduce such Instruments of
      Services solely for the purposes related to the Project. Any termination
      of this Agreement shall terminate any such license. Without prior written
      agreement of Yunji, Chinacomm shall not assign, sublicense or otherwise
      transfer any license granted herein to any other
  party.

            


    

    


    
      	 
      	 
      
	
              13.2

            	
              Data
      Products and Software

            
	 
      	 
      
	 
      	
              All
      software licensed to be used by Yunji in the performance of Services is
      and shall remain the licensed property of Yunji. Yunji shall own
      exclusively the rights to any software, program, algorithm or other
      copyrightable material that was owned by or licensed to Yunji, regardless
      of the use or presence of such material in the creation of any work
      product or deliverable for
Chinacomm.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              TERM
      AND EXTENSION

            
	 
      	 
      
	
              14.1

            	
              Term
      of this Agreement

            
	 
      	 
      
	 
      	
              This
      Agreement shall come into force upon signing, and shall continue and
      remain valid for thirty (30) years (“ Term” ) unless otherwise
      extended or terminated in accordance with this
  Agreement.

            


    

    


    
      	
              14.2

            	
              Extension
      of the Term

            
	 
      	 
      
	 
      	
              The
      Term shall be automatically extended for additional ten (10) year
      period(s), at Yunji’ s sole discretion, subject to sixty (60) days prior
      notice served by Yunji to Chinacomm before the expiry of the
      Term.

            


    

    


    
      	
              15.

            	
              TERMINATION

            
	 
      	 
      
	
              15.1

            	
              Events
      of Default

            


    

    


    
      	 
      	 
      	 
      	 
      
	 
      	
              (a)

            	
              Each
      of the following events shall constitute an “Event of Default” under this
      Agreement:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (i)

            	
              Chinacomm
      fails to pay the Service Fee (or any part thereof) or any Invoice in
      accordance with the terms hereof, and such failure is not remedied within
      90 days following the delivery of written notice thereof to Chinacomm of
      such failure;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (ii)

            	
              Yunji
      fails to provide the Services and such failure continues for a period of
      90 days following notice from Yunji to Yunji of the
    failure;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iii)

            	
              A
      party becomes bankrupt or insolvent, goes into liquidation, has a
      receiving or administration order made against it, or if any act is done
      or event occurs which under the PRC laws has a similar effect to any of
      these acts or events;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (iv)

            	
              Any
      material assets of Chinacomm is involved in any court enforcement,
      attachment, detention, lien, custody or similar restrictions;
      and

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              (v)

            	
              This
      Agreement is or becomes invalid or illegal due to any change in applicable
      laws or any order from government authorities.

            
	 
      	 
      	 
      	 
      
	 
      	
              (b)

            	
              The
      election by the non-defaulting party to terminate this Agreement under
      Clause 15.2(b) shall not prejudice any other rights and remedies of the
      non-defaulting party under this Agreement or in
  law.

            


    

    


    
      	 
      	 
      
	
              15.2

            	
              Termination

            


    

    


    
      	 
      	
              This
      Agreement shall terminate:

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              upon
      the mutual agreement of the Parties; or

            
	 
      	 
      	 
      
	 
      	
              (b)

            	
              at
      the election of the non-defaulting party by giving a thirty (30)-day prior
      notice, upon the occurrence of an Event of
  Default.

            


    

    


    
      	 
      	 
      
	
              16.

            	
              CONFIDENTIALITY

            
	 
      	 
      
	
              16.1

            	
              Scope
      of Confidentiality

            


    

    


    
      	 
      	
              Each
      Party shall not disclose, during the term of this Agreement and for a
      period of three (3) years after termination thereof, and shall take all
      necessary measures to avoid the disclosure to any third party of any and
      all information concerning the other Party, and notably its business,
      products, technology or clients, as well as information regarding this
      Agreement, including but not limited to, the existence of this Agreement
      and the business contemplated under the Agreement (“Confidential
      Information”).

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              16.2

            	
              Permitted
      Disclosure

            
	 
      	 
      
	 
      	
              Either
      Party may disclose Confidential Information to its own employees and/or
      consultants, but only to the extent such disclosure is strictly necessary
      for the negotiation or performance of this Agreement.

            
	 
      	 
      
	 
      	
              Furthermore,
      either Party may disclose Confidential Information either (i) with the
      written consent of the other Party, (ii) to its agent, legal or financial
      advisor bound by a duty of confidentiality, (iii) obtained though other
      means than breach of this obligation of confidentiality; or (iv) pursuant
      to the order or requirement of a court, administrative agency, or
      regulatory body.

            


    

    


    
      	
              17.

            	
              GOVERNING
      LAW AND DISPUTE SETTLEMENT

            	 
      
	 
      	 
      	 
      
	
              17.1

            	
               Governing
      Law

            	 
      


    

    


    
      	 
      	
              This
      Agreement shall be governed and construed by the published and publicly
      available laws and regulations of the PRC.

            
	 
      	 
      
	
              17.2

            	
              Dispute
      Settlement

            
	 
      	 
      
	 
      	
              Any
      dispute arising from or related to this Agreement shall firstly be
      resolved through consultation by both parties based on the spirit of
      mutual understandings and friendly cooperation.

            
	 
      	 
      
	 
      	
              On
      the occurrence of a specific dispute, either party may notify the other
      party in writing of the existence of the dispute and its contents. If the
      dispute cannot be resolved through consultation within ninety (90) days of
      the issuance of the notice, either party may terminate the consultation
      and refer the dispute to China International Economic and Trade
      Arbitration Commission (“CIETAC”) for
      arbitration.

            
	 
      	 
      
	 
      	
              The
      arbitration shall be conducted in accordance with CIETAC’s arbitration
      rules in effect at the time of applying for arbitration. The arbitration
      tribunal shall consist of three (3) members. The arbitral award shall be
      final and binding upon the Parties. The arbitration proceedings shall be
      held in Beijing.

            
	 
      	 
      
	
              18.

            	
              MISCELLANEOUS
      PROVISIONS

            
	 
      	 
      
	
              18.1

            	
              Amendments

            
	 
      	 
      
	 
      	
              No
      modification, amendment, or other change to the Agreement or any of its
      Annexes will be binding on any Party unless it is made in writing and
      signed by both Parties.

            
	 
      	 
      
	
              18.2

            	
              Severability

            
	 
      	 
      
	 
      	
              If
      any provision of this Agreement or any part of an Annex shall be held or
      adjudged illegal, invalid or unenforceable, such provision shall not
      affect this Agreement or the Annex as a whole or the legality or binding
      effect of other provisions.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              18.3

            	
              Non-waiver

            
	 
      	 
      
	 
      	
              No
      failure to exercise and no delay in exercising, on the part of either
      Party, of any right, power or the privilege under this Agreement nor any
      single or partial exercise thereof, or the exercise of any other right,
      power or privilege shall operate as a waiver thereof. No waiver by any
      Party of any of its respective rights or obligations under this Agreement
      shall be effective unless it is in writing.

            
	 
      	 
      
	
              18.4

            	
              Entire
      Agreement

            
	 
      	 
      
	 
      	
              This
      Agreement and the Annexes hereto constitute the entire agreement between
      the Parties and supersede all prior discussions, negotiations and
      agreements. The Annexes form an integral part hereof and have the same
      legal effect as this Agreement. If there is any inconsistency between the
      provisions of this Agreement and any of the Annexes, the provisions of
      this Agreement shall prevail to the extent of such
      inconsistency.

            
	 
      	 
      
	
              18.5

            	
              Notice

            


    

    


    
      	 
      	
              (i)

            	
              Any
      notice required to be given under this Agreement shall be in writing and
      may be given by personal delivery, or delivery through courier or
      facsimile transmission as follows:

            


    

    


    
      	 
      	
              To Yunji:

            	
              to
      the attention of 【 】

            
	 
      	 
      	 
      
	 
      	 
      	
              Address:
      【 】

            
	 
      	 
      	 
      
	 
      	 
      	
              Telephone
      number: 【 】

            
	 
      	 
      	 
      
	 
      	 
      	
              Fax
      number: 【 】

            
	 
      	 
      	 
      
	 
      	
              To Chinacomm:

            	
              to
      the attention of 【 】

            
	 
      	 
      	 
      
	 
      	 
      	
              Address:
      【 】

            
	 
      	 
      	 
      
	 
      	 
      	
              Telephone
      number: 【 】

            
	 
      	 
      	 
      
	 
      	 
      	
              Fax
      number: 【 】

            


    

    


    
      	 
      	
              (ii)

            	
              All
      notices and communications under this Agreement shall be deemed to be duly
      given or made (a) in the case of communication by letter when delivered by
      hand, international courier or by registered mail or (b) in the case of
      communication by fax when transmitted properly to such fax
      number.

            
	 
      	 
      	 
      
	
              18.6

            	
              Language

            
	 
      	 
      	 
      
	 
      	
              This
      Agreement shall be written in English and Chinese. Both Chinese and
      English versions shall have the same legal effect.

            
	 
      	 
      	 
      
	
              18.7

            	
              Execution

               

            
	 
      	
              Each
      language version of this Agreement has eight duplicates, and is executed
      on the date first written above by the authorized representatives of the
      parties.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
Parties have caused their respective duly authorized representatives to execute
this Agreement.

     

    Yunji
Communications Technology (China) Co. Ltd.:

     

    Signature:

    
      	 
      	 
      
	
              Name:

            	
              Colin
      Tay

            
	 
      	 
      
	
              Title:

            	
              Co-President

            


    

     

    CECT
Chinacomm Communications Co. Ltd.: Signature:

    
      	 
      	 
      
	
              Name:

            	
              Qiu
      Ping

            
	 
      	 
      
	
              Title:

            	
              President

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ANNEX
1

    LIST
OF EQUIPMENTS

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ANNEX
2

    LIST
OF COLLATERALS

     

     

     

    15