Exhibit
10.31


 


 



     


     


    

 


THIS
RESEARCH AND DEVELOPMENT AGREEMENT is made the 22th of September 2016


 


BETWEEN


 


	(A)	PACIFIC
                                         GREEN TECHNOLOGIES CHINA LIMITED, a Hong Kong registered limited liability company
                                         with its registered office at 301-303, 3/F, Golden Gate Commercial Building, 136-138 Austin
                                         Road, Tsim Sha Tsui, Kowloon, Hong Kong (“PGTCC”)



 


AND


 


	(B)	POWERCHINA
                                         SPEM LIMITED COMPANY, a company incorporated in the Peoples Republic of China having
                                         its registered address at 80 Hangdu Road, Shanghai, China 201316 (“SPEM”)



 


Collectively
referred to as the “Parties”


 


WHEREAS


 


	(1)	PGTC
                                         owns the rights to patented emission control systems including ENVI-CleanTM,
	 	 
	(2)	PGTC
                                         and SPEM have entered into a joint venture partnership to market, fabricate and install
                                         ENVI-CleanTM emission control technologies in the Peoples Republic of China,
	 	 
	(3)	The
                                         partnership will complete the installation of an ENVI-CleanTM system at the
                                         Lianxin Steel Group Plant in Yancheng China by November 30, 2016.
	 	 
	(4)	Following
                                         commissioning the members of the partnership wish to conduct testing on the installed
                                         system for the purposes of researching the limiting emission control efficiencies for
                                         both flue gas desulphurization (“FGD”) and particulate matter (“Dust”)
                                         and develop the optimum operating parameters to minimize OPEX for this and future installations,
	 	 
	(5)	The
                                         parties have agreed to develop a comprehensive Quality Assurance Project Plan (“QAPP”)
                                         to ensure that the research and development program undertaken at Lianxin Steel Group
                                         Plant is conducted according to a technically valid plan using established and regulatory
                                         agency accepted protocols and procedures.
	 	 
	(6)	PGTC
                                         and SPEM have mutually agreed to enter into a Research and Development Program.



 


IT
IS AGREED


 


	1.	DEFINITIONS AND INTERPRETATION




 


	1.1	The following terms shall have the following meanings:




 


	Term	Shall mean the term of this Agreement described
    in Clause 2;




 


	Force
    Majeure	Shall mean any event affecting the performance of any
provision of this Agreement arising from or attributable to acts, events, omissions or accidents which are beyond the reasonable
control of a party including, without limitation, any abnormally inclement weather, flood, lightning, storm, fire, explosion,
earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies,
war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion
and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international
authority;




 






    	 	2	 



     


    

 


	1.2	The singular includes the plural and vice versa.




 


	1.3	The clause headings do not form part of this
    Agreement and should not be taken into account in its construction or interpretation.




 


	1.4	References in this Agreement to the Schedule
    are to the Schedule to this Agreement.




 


	2.	TERM AND APPOINTMENT




 


	2.1	This Agreement shall
    have effect for one year from the acceptance of the ENVI-Clean TM system by Lianxin Steel Group.




 


	3.	PAYMENT AND CONSIDERATION




 


	3.1	The consideration
    for SPEM’s services, PGTC has agreed to a fee of *RME1 ;050,000 to be paid as US$ 160,198 on each of the
    3 month and 6 month anniversaries from the date of acceptance of the system.




 


	4.	ASSIGNMENT, CONFIDENTIALITY & SEVERABILITY




 


	4.1	Neither party may
    assign any of its rights or obligations under this Agreement without the prior written consent of the other party, such consent
    not to unreasonably withheld or delayed providing that neither party is detrimentally affected by the assignment.
	 	 
	4.2	The parties acknowledge
    that the contents, in particular the financial details of this Agreement are confidential and neither party will disclose
    any information concerning the terms of this Agreement without the prior written consent of the other except as required by
    law or as reasonably necessary for the operation of this Agreement.
	 	 
	4.3	Should any provision
    of this Agreement be considered void or voidable under any applicable law, such provision shall to the extent required be
    severed or amended in such a manner as to render the rest of this Agreement valid or enforceable, unless the whole commercial
    object is thereby frustrated.




 


	5.	ENTIRE AGREEMENT AND WAIVER




 


	5.1	This Agreement contains the entire agreement of the
parties with respect to the subject matter of this Agreement,
	 	 
	5.2	This Agreement may only be varied by the written agreement
of both parties,
	 	 
	5.3	A waiver by either party of a breach of any term or
condition of this Agreement in any one instance shall be in writing, and shall not be deemed as a continuing waiver or a waiver
of any subsequent breach unless so provided by written notice.




 






    	 	3	 



     


    

 


	6.	FORCE MAJEURE




 


Should
either party’s obligations under this Agreement be materially hampered, interrupted or interfered with by reason of any
Event of Force Majeure, then the obligations of that party shall be suspended during the period of such hampering, interference
or interruption consequent upon such event or events and shall be postponed for a period of time equivalent to the period or periods
of suspension, and the parties will use their best commercial endeavors to minimize and reduce any period of suspension occasioned.


 


	7.	NO PARTNERSHIP, GOVERNING LAW & ANNOUNCEMENTS




 


	7.1	Nothing contained
    in this Agreement shall be deemed to alter the terms of the joint venture partnership between the parties.
	 	 
	7.2	This Agreement shall
    be governed by and construed in all respects in accordance with the laws of the Peoples Republic of China and each party hereby
    submits to the exclusive jurisdiction of the Chinese arbitration or courts.
	 	 
	7.3	Neither party shall
    make (and the parties shall ensure that no person connected with them shall make) any public statement, issuance or announcement
    about the signature of this Agreement without the prior written approval of the other party except as required by law or by
    any legal authority.




 


IN
WITNESS whereof the parties have duly executed this Agreement the day and year first above written.


 


	Authorized
    for and on behalf of

    PACIFIC GREEN TECHNOLOGIES CHINA. LIMITED


 





	 	/s/ Alex Shead
	 	Alex Shead, CEO Asia



 





	For
        and on behalf of 

        POWERCHINA
        SPEM LIMITED COMPANY
	 	
	 	Name:
    	 
	 	Title:	 




 


 


 


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