Blueprint





 










 Exhibit
4.12



 



SERVICES AGREEMENT


 


This
Agreement is made on the 23rd day of December, 2016, at
Shijiazhuang, the People’s Republic of China (the
“PRC”) by and among the following parties:


 


Hebei
Chuanglian Finance Leasing Co., Ltd. ( “Party A”)


Registered
Address: 5 East Main Street, 27th Floor,
Shijiazhuang


Legal
representative: Geng Juncai


 


Hebei
Kaiyuan Yarui Trading Co., Ltd. (“Party B”)


Address:
5 East Main Street, 27th Floor,
Shijiazhuang


Legal
representative: Li Mingxia


 



WHEREAS:


 


1.
Party
A, a wholly foreign owned enterprise organized and existing under
the laws of PRC. (For the purpose of this Agreement, excluded Hong
Kong, Macau and Taiwan, hereinafter “PRC”)


 


2.
Party
B, a limited liability company registered and existing under the
laws of PRC, hold the equity interests of Hebei Xuhua Trading Co.,
Ltd (hereinafter “Xuhua Trading”) 【 within the
jurisdiction of china】 , and holds 100% of
the equity of Xuhua Trading, the amount of capital contributed
being 470 million RMB.


 


3.
Party
A agrees to provide the services in relation to management of the
4S Stores to Party B; Party B agrees to accept the services
hereunder.


 



NOW THEREFORE, through mutual consultations, the Parties
have reached the following agreement:


 



1. 
MANAGEMENT SERVICES: EXCLUSIVE RIGHTS AND BENEFITS


 


1.1
Party
A agrees to under the conditions herein provide relevant management
services to Party B during the term of this Agreement. (the content
of the services set forth in schedule 1.)


 


1.2
Party
B hereby agrees to accept the manage services provided by Party A,
and further agrees, he will not accept the manage services
aforesaid from any third party without the prior written consent of
Party A during the term of this Agreement.


 


1.3
Party
A shall be entitle to possess the monopolistic and exclusive rights
and benefits of any rights, title, beneficial interests and
intelligence property (including but not limited to copyright,
patent right, know-how, commercial secret and any other similar
right) in accordance with the performance of this Agreement
regardless of the resource of the intelligence
property.


 


1.4
Party
B covenants to give Party A or its Affiliates the right of first
refusal under the comparable circumstance provides he desire to
cooperate with any other enterprise in any business.


 



2. 
OBLIGATIONS


 


2.1
OBLIGATIONS OF
PARTY A


 


Party A
agrees to provide the management services to Party B pursuant to
this Agreement timely during the term of this
Agreement.


 



 

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2.2
OBLIGATIONS OF
PARTY B


 


2.2.1
Party
B agrees to pay the management services charges (hereinafter
“Services Charges”) timely by the way specified in
schedule 2.


 


2.2.2
Party
B shall accept and employ the management services provided by Party
A in an appropriate and reasonable way.


 


2.2.3
Party
B shall notify Party A in no delay provides the occurrence of
events which will affect the ordinary operation of Party
B.


 


2.2.4
Party
B hereby authorizes Party A or any person designated by Party A the
right to enter the offices or any other business premises of Party
B in the reasonable time.


 


2.2.5
Party
B shall not, and shall urge any third party not take actions that
will affect adversely the know-how or intelligence property which
is provided by Party A under this Agreement.


 


2.2.6
Party
B shall be liable for the obtainment of all the relevant approvals
and permissions acquired from the government (if need) in favor of
the performance of Party A.


 



3. 
REPRESENTATIONS AND WARRANTIES


 


3.1
Party
A hereby represents and warrants as follows:


 


3.1.1
Party
A is a lawful company registered and existing under the laws of the
PRC.


 


3.1.2
Party
A has the authority to execute and perform this Agreement without
further approval of any other person or governmental entity, no
violation of any applicable laws or binding
agreements.


 


3.1.3
In the
event of execution this Agreement constitutes a lawful, valid,
binding and enforceable obligation to Party A.


 


3.2
Party
B hereby represents and warrants as follows:


 


3.2.1
Party
B is a lawful company registered and existing under the laws of the
PRC


 


3.2.2
Party
B has the authority to execute and perform this Agreement without
further approval of any other person or governmental entity, no
violation of any applicable laws or binding
agreements.


 


3.2.3
In the
event of execution this Agreement constitutes a lawful, valid,
binding and enforceable obligation to Party B.


 



4. 
CONFIDENTIALITY


 


4.1
Party
B agrees that it will hold all of the confidential data and
information (hereinafter “Confidential Information”) in
strict confidence, Party B shall not, either during or after the
term of this Agreement, disclose, sell or assign to any third party
any information without the prior written consent of Party A. In
the event of termination, Party B shall, on Party A’s
request, return or delete any and all copies of files, data or
software which be used as carrier of the confidential information.
Disclosure of any Confidential Information by any staff member,
agent or consulter hired by Party B shall constitute a disclosure
and Party B shall be liable for a breach of this
Agreement.


 



 

2







 






 


4.2
Said
restrictions shall not apply to any Confidential Information
which:


 


4.2.1
Is
publicity known at the time of disclosure;


 


4.2.2
Becomes publicity
known, after such disclosure, otherwise than through a breach of
this undertaking by Party B;


 


4.2.3
Can be
proved by Party B that it takes it in a proper way , and not take
it from Party A , its affiliates or stockholders directly or
indirectly;


 


4.2.4
Is
required to be disclosed to government authorities or stock
exchanges in accordance with applicable law, stock exchange
regulations; or Party B may provide such information to its legal
consultant or financial consultant, due to ordinary course of
business. However, Party B has to ensure that such legal consultant
or financial consultant will follow this Clause on the Confidential
Information.


 


4.3
This
term shall survive the termination of this Agreement.


 



5. 
BREACH OF CONTRACT


 


5.1
The
violation of any provisions of this Agreement, or fail to perform
the obligations under this Agreement promptly by Party B shall be
deemed as breach of contract. In that case Party A may notify Party
B in writing, and require Party B to redeem its responsibilities,
minimize the impact of the breach and be liable for any claims for
damages pursuant to the applicable laws and specifications under
this Agreement.


 


5.2
In the
event of non-performance by Party B, subject to his reasonable and
objective judgment, Party A shall notify Party B in writing to
terminate its performance hereunder temporarily in consideration of
impossible or unfair for its performance, until Party B cancel the
non-performance, take necessary steps to cure the negative
consequence and indemnified the damages according to applicable
laws and specifications under this Agreement.


 


5.3
Party
B shall protect, defend, indemnify and hold harmless Party A from
and against any and all losses, damages, liabilities, fees and
expenses arising from any and all litigation, claim or other
request that incurs by reason of or in connection with the
management services required by Party B.


 


5.4
Party
B shall be liable for the direct loss, foreseeable indirect loss
and the relevant fees, including without limitation
attorneys’ fees, litigation fees and travel and lodging
fees.


 



6. 
EFFECTIVENESS AND TERM


 


6.1
This
Agreement shall expire in 10 years following the date first above
written unless terminated earlier in accordance with the provisions
specified in this Agreement or any other relevant agreement signed
by Parties.


 


6.2
The
term of this Agreement may be extended for successive ten-year
periods without prior written notice of the Party A at the
expiration of the Agreement.


 



7. 
TERMINATION


 


7.1
This
Agreement will terminate at the expiration unless renewed pursuant
to the relevant provision hereunder.


 



 

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7.2
This
Agreement shall not be terminated by Party B during the term, but
Party A can terminate this Agreement at any time without cause, by
giving 30 day’s prior written notice to Party B. In the event
that this Agreement is early terminated by Party A as a result of
Party B’s conduct or cause, the Party B shall indemnify any
and all losses incurred by Party A and pay the charges in connected
with the services rendered.


 


7.3
Notwithstanding
termination, the rights and obligations under the Clause 4 and
Clause 5 shall continue in force.


 



8. 
SETTLEMENT OF DISPUTE


 


8.1
In the
event of any dispute with respect to or in connection with the
construction and performance of the provisions of this Agreement,
the Parties shall first negotiate in good faith to resolve the
dispute. In the event the Parties fail to reach an agreement on the
resolution of such a dispute, any Party may submit the relevant
dispute to China International Economic and Trade Arbitration
Commission in Shijiazhuang for binding arbitration. The languages
used during arbitration shall be Chinese. The arbitration shall be
final and binding on Parties.


 


8.2
The
Parties shall in good faith in all other respects continue their
implementation of this Agreement except issues in dispute by
Parties.


 



9. 
FORCE MAJEURE


 


9.1
The
term “Force Majeure” means any event or circumstance
which is beyond a Party’s reasonable control and such Party
could not reasonably have avoid or overcome, including but not
limitation, government, acts of God, fire, explosion, hurricane,
flood, earthquake, tide, bolt or war. However, the inadequacy of
capital, credit or finance shall not be deemed as the event or
circumstance beyond reasonable control. Upon occurrence of any
Force Majeure event, the Party affected shall promptly notify the
other Parties and tell him the necessary steps of
implement.


 


9.2
If any
Party is prevented by said Force Majeure event from performing its
obligations specified in this Agreement, he will exempt from
responsibility for performance to the extent delay or prevention.
The Party that encounters and event of Force Majeure must take
appropriate actions to reduce to the minimum the influence of this
event and use its best efforts to recover the
performance.


 



10. 
NOTICES


 


All
notices and other communications given or made pursuant hereto
shall be in writing in Chinese and deliverer to the address as
specified below by personally delivery, registered mail pre-paid
post, courier or facsimile transmission.


 



Party
A: Hebei Chuanglian Finance Leasing Co., Ltd.




Address: 5 East
Main Street, 27th Floor, Shijiazhuang



Facsimile:
0311-83819636




Telephone:
0311-83827688


Attention: Geng
Juncai


 



Party
B: Hebei Yarui Trading Co., Ltd.




Address: 5 East
Main Street, 27th Floor, Shijiazhuang



Facsimile:
0311-83819636




Telephone:
0311-83827688


Attention: Li
Mingxia


 



 

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11. 
ASSIGNMENT


 


The
rights and obligations hereunder shall not be assigned by Party B
to any other party without Party A’s written consent. Party A
has the right to assign the rights and obligations hereunder to any
third party subject to deliver a notice to Party B.


 



12. 
SEVERABILITY


 


If any
term or provision of this Agreement is determined to be invalid,
illegal or incapable of being enforced by any rule of law, all
other conditions and provisions of this Agreement will nevertheless
remain in full force and effect.


 



13. 
AMENDMENT AND SUPPLEMENTARY


 


No
amendment, supplementary or modification of this Agreement shall
occur except in writing. The amendment agreement and supplementary
agreement that have been signed and sealed by the Parties shall be
seemed as a integrate part of this Agreement and have the same
validity as this Agreement.


 



14. 
WAIVER


 


Subject
to otherwise specified herein, no delay or omission by any Party in
exercising the right, power or privilege hereunder shall be deemed
as a waiver of such right, power or privilege. The single or
partial exercise of any right, power or privilege shall not
preclude any exercise of any other right, power or
privilege.


 



15. 
GOVERNING LAW


 


The
application, including without limitation, execution,
effectiveness, performance, construction of this Agreement shall be
governed by the laws of the PRC.


 



16. 
COUNTERPARTS


 


This
Agreement signed in quadruplicate originals, with each of equally
binding force.


 



IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.


 



[SIGNATURE PAGE]


 



Party A: Hebei Chuanglian Finance Leasing Co., Ltd.(seal)


 


Authorized
Representative(signature):


 



Party B: Hebei Yarui Trading Co., Ltd.(seal)


 


Authorized
Representative(signature):


 



SCHEDULE


 


1.
THE
CONTENT OF SERVICE


 


2.
THE
CALCULATION AND PAYMENT OF SERVICE FEES



 



 

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SCHEDULE 1



THE CONTENT OF SERVICE


 


	


Service Species

	
 

	


Service Content


	

Marketing
Innovation and Management Standardization

	
 

	

1.
Establishment of 4S sale mode


2.
Constitute sale price strategy


3.
Market analysis


4.
Demand analysis


5.
Subdivision of sale market


6.
Organize sale procedure


7.
Constitute sale and marketing strategy


8.
E-business and network marketing


9.
Sales promotion and advertise


10.
Sales force construction and management


11.
Standardization of sale management


12. PDI
standardization


13.
Standardize credit service


14.
Standardize car insurance service


15.
Standardize car purchase procedure


16.
Construct better sale service


17.
Manage sale manager


	

 

	
 

	
 





	

Accessory
Management

	
 

	

1.
Standardize accessory management system


2.
Standardize purchase management system


3.
Standardize accessory transportation management


4.
Standardize accessory supply management


5.
Constitute accessory pricing strategy


6.
Standardize warehouse management


7. Sale
innovation


8.
Guarantee compensation management


	

 

	
 

	
 





	

After-sale
Service Innovation and Management

	
 

	

1.
Customer relationship management


2.
Service strategy of 4S store


3.
Construct customer management system


4.
Standardize after-sale service management system


5.
Maintenance service management


6.
Formulate maintenance price


7.
Supervise and manage maintenance quality


8.
Safety maintenance management system


	

 

	
 

	
 





	
 

	
 

	

9.
Construct maintenance professional and integrity
ethics


10.
Contract management of after-sale service


11.
Complaint handling


12.
After-sale service for special costumer


13. Job
responsibility of staff


14.
Costumer reception skill


15.
Image construction of maintenance station


16.
Managerial art of costumer manager


17.
Admin Office management







 



 

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Information
Feedback Innovation and Management

	
 

	

1.
Quality information feedback


2.
Demand information feedback


3.
Competitive information feedback


4. Sale
information feedback


5.
Construct and perfect the feedback platform


6.
Information feedback management


7.
Promote car sale by information feedback


	

 

	
 

	
 





	

Used-car
Transaction Innovation and Management

	
 

	

1.
Innovation for used-car management


2.
Used-car inspection management


3.
Standardize used-car assessment management


4.
Used-car transaction standardization


	

 

	
 

	
 





	

Human
Resource management and salesman training

	
 

	

1. Job
arrangement and analysis


2.
Human Resource Planning


3.
Staff performance management


4.
Staff payment management


5. Sale
skill training


6.
Costumer car purchase analysis


7.
Actual sale training for staff


	

 

	
 

	
 





	

Other
Matters

	
 

	

1.
Implement International Quality Certificate System


2.
Standardize finance management system







 



SCHEDULE 2


 



THE CALCULATION AND PAYMENT OF SERVICE FEES


 


In
consideration of Party A’s performance, Party B shall pay
Party A service fee that equal to_____% to _____% of the sales
income on yearly basis. The specific ratio (the scope from _____%
to_____%) is based on the performance of Party A, and calculates in
yearly. The fees in connection with other management and consultant
service required by Party B, would be negotiated by both parties.
In consideration of the future development of Party B, both parties
agree that Party B shall retain the cash and cash equivalent equal
no less than RMB, _____ (hereinafter “The Lowest
Cashflow”). In each year, if Party B cannot satisfy The
Lowest Cashflow after the payment of the services fee to Party A,
Party B shall pay Party A the service fees up to The Lowest
Cashflow, the payment of the remaining unpaid portion shall be
deferred to the next year together with the service fee of the next
year. In the event Party B still cannot satisfy the requirement,
Party A is entitled to reduce the current year’s service fees
to at least RMB         .


 

 




 

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