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	 


 




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