Exhibit 10.2


 


Credits and Debts Transfer Agreement


 


Party A: Henan Province Pingdingshan Hongli
Coal & Coking Co., Ltd.


 


Baofeng Coking Factory of Henan
Province Pingdingshan Hongli Coal & Coking Co., Ltd.


 


Party B: Wuhan Guangyao New Energy Automobile
Operation Co., Ltd


 


To properly address the matter of Party
A’s credits and debts, Party A and Party B reached following credits and debts transfer agreement for compliance after negotiation:


 


		I.	Party A and Party B confirm that: as of December 31,
2015, Party A’s credits (advance payments and accounts receivables) are RMB 254,160,210.59; Party A’s debts (account
payables) are RMB 274.167,269.37. See attachment for details.



 


		II.	Party A and Party B agree that, Party A’s credits
and debts are transferred to Party B in a lump sum. Party B will conduct the collection and the clearance by itself. The payment
collected by Party B will be used to repay Party A’s debts. Party B shall pay off the remaining debts of 20,007,058.78 on
behalf Party A. Party A shall compensate Party B regarding this amount.



 


		III.	The balance between Party A’s debts and credits which is 20,007,058.78 will be paid off by Party
B on behalf of Party A. Party A shall pay off Party B within 6 months after this agreement becomes effective. If it is not paid
off timely, Party B has the right to charge Party A at an annual interest rate of 4.5% for the then unpaid amount after 6 months
of the effective date of this agreement, until it is cleared.







 


		IV.	Party B is responsible to discuss and negotiate with
Party A’s creditors and debtors, and get unanimous consents from the creditors and debtors including Bairui Trust Co., Ltd.
Party B is responsible for arbitration and lawsuits with other creditors and debtors during the performance process of this agreement,
and enforce the decisions of arbitration and lawsuits.



 


		V.	Representations and Warranties:



 


		A.	Party A represents and warrants:



 


1.            It was legally incorporated
with valid existence, has the right to conduct the transfer of credits and debts under this agreement, and has the capability to
bear civil responsibility independently.


 


2.            The credits and debts it
transfers are legal and effective credits and debts.


 




    	



     


    

 


3.            After this transfer agreement
is signed and becomes effective, Party B will proceed according to the agreement provisions and parties will not have any legal
relationship regarding the credits and debts.


 


4.            Please see the attachment
for the details of Party A’s credits and debts as of December 31, 2015.


 


		B.	Party B represents and warrants:



 


1.            It was legally incorporated
with valid existence, has the right to accept the credits under this agreement and has the capability to bear civil responsibility
independently.


 


2.            Its acceptance of the credits
and the debts under this agreement has been authorized or approved by its internal authority organization.


 


3.            After Party B receives the
credits and the debts, it shall also receive relevant obligations caused by the credits and the debts.


 


4.            Before Party B receives the
credits and the debts, it has fully understood all content of the credits and the debts, and its authenticity has been fully understood
by Party B.


 


		VI.	If this agreement is invalid or cancelled, Party B
will still perform its obligations according to the original agreement and other legal documents.



 


		VII.	All parties agree, if one party violates its representations
or warranties made in this agreement or any other obligations, so the other party suffers or happens loss, damage, claim or responsibility,
the violating party shall fully compensates the suffering party.



 


		VIII.	This agreement is effective after Party A and Party
B sign and seal.



 


		IX.	Parties can enter into supplemental agreement for
other matters, which shall not contradict with this agreement.



 


		X.	This agreement is made in duplicate, one original
for each party hereto.



 


Party A (official seal):


 


Party B (official seal):


 


January 10, 2016


 




    	



     


    

 


Credits Details (Sum)


 


	Accounts Receivables	 	Amount as of
    December 31, 2015	 
	Lengshuijiang Hehua Material Trade Co.	 	 	38,632.12	 
	Pingxiang Pinggang Steel Co. Ltd.	 	 	25,021.14	 
	Tongling City Fuxin Steel Co. Ltd.	 	 	28,898.29	 
	Wuhan Zhengtong Industry and Trade Co.	 	 	1,808.22	 
	Zhenzhou Baonuo Commerce and Trade Co. Ltd.	 	 	2,190.10	 
	Guisheng Li	 	 	264,419.92	 
	Wenzhong Wang	 	 	195,106.24	 
	Fashun Wang	 	 	906,005.31	 
	Xiangbin Cheng	 	 	241,689.44	 
	Fulong Industrial Co. Ltd.	 	 	19,145,044.62	 
	Jingfeng Co.	 	 	18,233,591.96	 
	Wuhan Zhongli Group Coal Co.	 	 	5,658,827.71	 
	Pingdingshan Hongxin Industrial Co.	 	 	13,662,950.88	 
	Lujiang Ceramics	 	 	34,109,017.12	 
	Wuhan Tieying Trad Co. Ltd.	 	 	785.015.16	 
	 	 	 	 	 
	Total of Account Payable	 	 	93,298,218.53	 



 


	Advance Payments	 	Amount as of
    December 31, 2015	 
	Shenhuo National Trade	 	 	1,161,770.46	 
	Yuzhou Tianyuan Coal Industrial	 	 	1,348,184.38	 
	Xianfeng Coal Mine	 	 	1,378,326.00	 
	Pingdingshan Tian’an Seven Mine	 	 	1,725,852.02	 
	Taihong Coal Washery	 	 	2,138,905.06	 
	Ruzhou City Xiaotun Jialingnan Coal Mine	 	 	1,891,589.18	 
	Hongfeng Coal Washery	 	 	3,009,073.43	 
	Zhongtian Xin	 	 	3,190,252.51	 
	Sanmenxia Yinghao	 	 	3,008,733.72	 
	Shanxi Xiansheng Industry and Trade Co. Ltd. Jiayu	 	 	6,065,450.52	 
	Qinghai Jinduke Industry and Trade Co. Ltd.	 	 	2,908,829.89	 
	Gansu Senbao Commerce and Trade Co. Ltd.	 	 	6,489,844.89	 
	 	 	 	 	 
	Total of Account Payable	 	 	34,316,812.06	 



 


	900,000 Tons Project	 	Amount as of
    December 31, 2015	 
	Hongxin Logistics Three Supplies and One Leveling	 	 	15,220,000.00	 
	Hazhong Machinery	 	 	1,300,910.00	 
	Dalian Huarui Heavy Industry Machine Manufacture	 	 	22,600,000.00	 
	Botou Coal and Gas Chemistry Industry Equipment Manufacture	 	 	2,430,000.00	 
	Henan Hongyang Construction	 	 	26,000,000.00	 
	Luohe Construction Project Team	 	 	17,424,270.00	 
	Pingdingshan Chenlong Cement Co. Ltd.	 	 	15,000,000.00	 
	Henan Tongye Trade Co. Ltd.	 	 	14,650,000.00	 
	Zhenzhou Quanwan Commerce and Trade Co. Ltd.	 	 	7,000,000.00	 
	Zhenzhou Dayu Refractory Materials Ltd.	 	 	4,920,000.00	 
	 	 	 	 	 
	Total	 	 	126,545,180.00	 
	 	 	 	 	 
	Credit Sum	 	 	254,160,210.59	 







 




    	



     


    

 


Credits Details (Sum)


 


	Accounts Payable	 	Amount as of
    December 31, 2015	 
	Hengyuan Commerce and Trade Co.	 	 	8,252.32	 
	Jiyuan Industry and Commerce	 	 	2,012.80	 
	 	 	 	 	 
	Total of Account Payable	 	 	10,265.12	 



 


	Deposit Received	 	Amount as of
    December 31, 2015	 
	Huaneng Huaiyin Second Electricity Co. Ltd.	 	 	332,423.30	 
	Pingdingshan Fengyuan Coal Industry	 	 	158,151.97	 
	 	 	 	 	 
	Total of Advance Payment	 	 	490,575.27	 



 


	Other Account Payable	 	Amount as of
    December 31, 2015	 
	Baofeng Finance Bureau-Land Certificate Process	 	 	2,907,600.00	 
	Shenzhen City Dingyuanhe Co.	 	 	1,000,000.00	 
	Henan Changyu Industrial	 	 	6,301,900.00	 
	 	 	 	 	 
	Total of Other Payable	 	 	10,209,500.00	 



 


	Bairui Principal and Interest	 	Amount as of
    December 31, 2015	 
	Bairui Principal	 	 	258,000,000.00	 
	Bairui Interest	 	 	5,456,928.98	 
	 	 	 	 	 
	Total	 	 	263,456,928.98	 
	 	 	 	 	 
	Debt Sum	 	 	274,167,269.37