Exhibit
10.3


 


Exclusive
Business Cooperation Agreement


 


This
Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties
on [*], 2020 in Taizhou, the People’s Republic of China (“China” or the “PRC”).


 


	Party
    A:	Jiangsu
    Pailing Communication Technology Co. Ltd.
	Address:	[
    ], Taizhou City, Jiangsu Province
	 	 
	Party
    B:	Taizhou
    Kepuni Communication Equipment Co., Ltd.
	Address:	No.
    318, Yongping Road, Science and Technology Pioneer Park, Gaogang District, Taizhou City, Jiangsu Province


 


Each
of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.


 


Whereas,





		 
	1. 	Party
    A is a wholly-foreign-owned enterprise established in China, which is primarily engaged in [ ];
		 
	2.	Party
    B is a company with exclusively domestic capital registered in China, which is primarily engaged in marine communication equipment,
    marine electrical equipment, marine engineering equipment, electrical machinery, ship automation, radio navigation equipment, navigation
    aids, search and rescue equipment manufacturing, sales, installation, testing, debugging, maintenance; Internet of Things intelligent
    monitoring engineering construction, online trade Agency; the second type of basic telecommunications business (domestic very small-caliber
    terminal earth station communications business); value-added telecommunications business (Internet access service business); self-operated
    and agent of various types of goods and technology import and export business (except for goods and technologies that are restricted
    by the state or prohibited from import and export); research and development of new materials technology; building materials, metal
    materials, hardware tools, electronic components, plastic products, stainless steel products, rubber products, metal products, knives,
    mechanical equipment and accessories, electromechanical equipment (none of the above does not contain hazardous chemicals and nationally
    restricted or prohibited) sales. Manufacturing of industrial textile products; sales of industrial textile products (projects that
    are subject to approval in accordance with the law which can be operated only after being approved by relevant departments, collectively,
    the “Principal Business”);


 


	3. 	Party
    A is willing to provide Party B with technical support, consulting services and management services on exclusive basis in relation
    to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information,
    and Party B is willing to accept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein.


 






    


     


    

 


Now,
therefore, through mutual discussion, the Parties have reached the following agreements:


 


	1. 	Services
    Provided by Party A
	 		 
	 	1.1 	Party
    B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with complete technical support, business
    support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement,
    which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party
    A, such as but not limited to providing information technology consulting services and management software development.
	 		 
	 	1.2	Party
    B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A’s
    prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar
    consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third
    party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements
    described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.


 


	 	1.3	Service
    Providing Methodology
	 	 		 
	 	 	1.3.1	Party
    A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technology service agreements
    or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents,
    manner, personnel, and fees for the specific technology services and consulting services.



 






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	 	 	1.3.2 	Party
    B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any
    or all of the assets of Party B, to the extent permitted under the PRC laws, at the lowest purchase price permitted by the PRC laws.
    In this case, the Parties shall enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer
    of the assets.
		 
	2. 	The
Calculation and Payment of the Service Fees 

	 	 
	 	2.1	The
                                            Parties agree that in respect to the services provided by Party A to Party B contemplated
                                            in this Agreement, Party B shall pay Party A the service fees (the “Service Fees”).
                                            During the term of this Agreement, the Service Fees to be paid to Party A by Party B shall
                                            be calculated quarterly based on the following formula: the time of services rendered to
                                            Party B by the employees of Party A multiplies the corresponding rate, plus amount of the
                                            services fees or ratio decided by the board of directors of Party A based on the value of
                                            services rendered by Party A and the actual income of Party B from time to time. In the event
                                            the board of directors of Party A does not adjust the aforesaid amount of service fees or
                                            ratio, the Service Fees shall be exercised in accordance with the amount of ratio decided
                                            by the latest board of directors of Party A. In any event, the service fees shall be substantially
                                            equal to all of the net income of Party B, subject to any requirement by PRC law and Article
                                            of Association. The following elements shall be taken into consideration in adjusting or
                                            deciding the Service Fees:

     

	 

     
	 	2.1.1
                                            The complexity and difficulty of the services;

     

    2.1.2
    The required time of such services rendered by the employees of Party A;

     

    2.1.3
    The exact content and commercial value of the services;

     

    2.1.4
    The market price of the services of the same kind.

     

	 	2.2	As
    unanimously agreed upon by the Parties, the exact calculation and payment methods of the Service Fees may be amended by entering
    into a separate written agreement.



 


	 	2.3 	Unless otherwise unanimously agreed upon by the Parties, the
Service Fees to be paid by Party B to Party A pursuant to this Agreement shall not be deducted or offset in any manner.


 






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	3. 	Confidentiality
    Clauses
	 		 
	 	3.1 	The
    Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the
    Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party
    shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party,
    it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will
    be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to
    be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
    authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors
    regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors
    shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential
    information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such
    Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement
    for any reason.
	 		 
	 	3.2	The
    Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.


 


	4. 	Representations
    and Warranties
	 	 	 
	 	4.1	Party
    A hereby represents and warrants as follows:
	 	 	 
	 	 	4.1.1 	Party
    A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.



 






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	 	 	4.1.2 	Party
    A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties
    and government agencies (if any) for the execution, delivery and performance of this Agreement.  Party A’s execution,
    delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party
    A.
	 	 	 	 
	 	 	4.1.3 	This
    Agreement constitutes Party A’s legal, valid and binding obligations, enforceable in accordance with its terms.
	 	 	 	 
	 	4.2 	Party
    B hereby represents and warrants as follows:
	 	 	 
	 	 	4.2.1	Party
    B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit
    and license for engaging in the Principal Business in a timely manner.
	 	 	 	 
	 	 	4.2.2 	Party
    B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties
    and government agencies (if any) for the execution, delivery and performance of this Agreement.  Party B’s execution,
    delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party
    A.


 


	 	 	4.2.3 	This
    Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it.
		 
	5. 	Effectiveness
    and Term
	 	 
	 	5.1 	This
    Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance
    with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement
    shall be 10 years.
	 	 	 
	 	5.2 	The
    term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall
    be determined by Party A, and Party B shall accept such extended term unconditionally.



 






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	6. 	Termination
	 	 	 
	 	6.1 	Unless
    renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.
	 	 	 
	 	6.2 	During
    the term of this Agreement, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall
    have the right to terminate this Agreement upon giving 30 days’ prior written notice to Party B at any time.
	 		 
	 	6.3 	The rights and obligations of the Parties under Articles 3,
7 and 8 shall survive the termination of this Agreement.	 


 


	7. 	Governing
    Law and Resolution of Disputes
	 	 
	 	7.1 	The
    execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder
    shall be governed by the laws of China.
	 	 	 
	 	7.2 	In
    the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the
    dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either
    Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant
    dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration
    Rules. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award
    shall be final and binding on all Parties.
	 	 	 
	 	7.3 	Upon
    the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration
    of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights
    under this Agreement and perform their respective obligations under this Agreement.
	 	 	 	 










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	8. 	Indemnification
	 	 
	 	Party B shall indemnify and hold harmless Party A from any
losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the
consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or
expenses arise from the gross negligence or willful misconduct of Party A.


 


	9. 	Notices
	 	 
	 	9.1 	All
    notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent
    by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set
    forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been
    effectively given shall be determined as follows:
	 	 	 
	 	 	9.1.1 	Notices
    given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date
    of receipt or refusal at the address specified for notices.
	 	 	 	 
	 	 	9.1.2 	Notices
    given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically
    generated confirmation of transmission).
	 	 	 	 
	 	9.2 	For
    the purpose of notices, the addresses of the Parties are as follows:


 


	 	PartyA: Jiangsu Pailing Communication Technology Co. Ltd.
	 	 
	 	Address: [  ] Taizhou City, Zhejiang Province
	 	 
	 	Attn:  
	 	 
	 	Phone:  
	 	 
	 	Facsimile:  






 






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 Party B: Taizhou Kepuni Communication Equipment Co., Ltd.


   


Address:
No. 318, Yongping Road, Science and Technology Pioneer Park, Gaogang District, Taizhou City, Jiangsu Province


   


Attn:
Xiaofei Cui


   


Phone:
 


   


Facsimile:
 


 






	 	9.3	Any
    Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.
		 
	10. 	Assignment
	 	 	 
	 	10.1 	Without
    Party A’s prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.
	 		 
	 	10.2 	Party
    B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to
    Party B but without the consent of Party B.


 


	11.	Severability
	 	 
	 	In
    the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect
    in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement
    shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable
    provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and
    the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or
    unenforceable provisions.
	 	 	 
	12. 	Amendments
    and Supplements
	 	 
	 	Any
    amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have
    been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same
    legal validity as this Agreement.
		 
	13. 	Language
    and Counterparts
	 	 
	 	This
    Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in
    case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.





 


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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as
of the date first above written.


 


	Party
                                            A: Jiangsu Pailing Communication Technology Co. Ltd.

     
	 
	By:	 	 
	Name:	Xiaofei
    Cui	 
	Title:	Legal
    Representative	 
	 	 
	Party
    B: Taizhou Kepuni Communication Equipment Co., Ltd.	 
	 	 
	By:	 	 
	Name:  	Xiaofei
    Cui	 
	Title:	Legal
    Representative	 


 


 


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