Exhibit 10.1


 


Dated
the 11th day of December 2017


 


 


 


HO
LOK SHAN 


 


 


and


 


 


CHEUNG
CHIK TING 


 


 

and


 


 


SO
WANG CHUN


(as
Vendors)


 


 


and


 


 


EC
TECHNOLOGY & INNOVATIONS LIMITED


(as
Purchaser)


 


 


 


 





	 	 

        SALE
        AND PURCHASE AGREEMENT

        in
        respect of 60% of the issued share capital of

        3D
        DISCOVERY CO. LIMITED

         
	 


 


 


 






     


     


    

 





TABLE
OF CONTENTS


 




	Clause	 	Headings	 	Page
	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	3
	2.	 	SALE AND PURCHASE OF SALE SHARES	 	5
	3.	 	CONSIDERATION	 	5
	4.	 	CONDITIONS PRECEDENT	 	6
	5.	 	COMPLETION	 	7
	6.	 	REPRESENTATIONS AND WARRANTIES	 	9
	7.	 	GUARANTEE AND UNDERTAKING	 	10
	8.	 	FURTHER ASSURANCE	 	10
	9.	 	RESTRICTIONS ON COMMUNICATION AND ANNOUNCEMENTS	 	11
	10.	 	PARTIAL INVALIDITY	 	11
	11.	 	COSTS AND EXPENSES	 	11
	12.	 	ASSIGNMENT	 	11
	13.	 	CONTINUING EFFECT OF AGREEMENT	 	11
	14.	 	GENERAL	 	12
	15.	 	NOTICES	 	12
	16.	 	COUNTERPARTS	 	13
	17.	 	GOVERNING LAW	 	13
	 	 	 	 	 
	SCHEDULE 1 PARTICULARS OF THE COMPANY	 	15
	SCHEDULE 2 CONSIDERATION PAYABLE TO THE VENDORS	 	16
	SCHEDULE 3 VENDOR WARRANTIES	 	17
	SCHEDULE 4 PURCHASER WARRANTIES	 	28






 






     


     


    

 


THIS
AGREEMENT is made on the 11th day of December 2017


 


BETWEEN


 


		(1)	HO
                                         LOK SHAN with Hong Kong identity card number Z934049(2) whose residential address
                                         is situated at Flat 14, 13/F, Block F, Kornhill, Hong Shing Street, Hong Kong ( “Mr.
                                         Ho”);



 


		(2)	CHEUNG
                                         CHIK TING with Hong Kong identity card number Z901480(3) whose residential address
                                         is situated at Flat C, 29/F, Kin On Mansion, Taikoo Shing, Hong Kong ( “Mr.
                                         Cheung”);



 


		(3)	SO
                                         WANG CHUN with Hong Kong identity card number Y009530(1) whose residential address
                                         is situated at 1202, Block A, Winfield Building, No.3 Ventris Road, Happy Valley, Hong
                                         Kong ( “Mr. So”, together with Mr. Ho and Mr. Cheung, the “Vendors”
                                         and each a “Vendor”);



 


		AND	



 


		(4)	EC
                                         TECHNOLOGY & INNOVATIONS LIMITED, a company incorporated with limited liability
                                         in the BVI whose registered office is situated at Corporate Registrations Limited of
                                         Sea Meadow House, Blackburne Highway (P.O. Box 116), Road Town, Tortola, British Virgin
                                         Islands (the “Purchaser”).



 


WHEREAS:


 


		(A)	As
                                         at the date of this Agreement, the Company (particulars of which are set out in Schedule
                                         1) has an issued share capital of HK$3,000 divided into 3,000 issued and fully paid shares.
                                         The Company is owned as to 33% by Mr. Ho, 33% by Mr. Cheung, 33% by Mr. So and 1% by
                                         Mr. Chu Sai Yiu.



 


		(B)	As
                                         at the date of this Agreement, the Purchaser is a wholly owned subsidiary of CLNT.



 


		(C)	The
                                         Vendors have agreed to sell, and the Purchaser has agreed to purchase, the Sale Shares
                                         upon the terms and conditions set out in this Agreement.



 


	(D)	Upon Completion, the Company will be owned as to 60%
by the Purchaser, 13% by Mr. Ho, 13% by Mr. Cheung, 13% by Mr. So and 1% by Mr. Chu Sai Yiu.




 






    	 	2	 



     


    

 


NOW
IT IS HEREBY AGREED as follows:


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	In
                                         this Agreement (including the Recitals and the Schedules), the following expressions
                                         shall, unless the context otherwise requires, have the following meanings:



 


	 	“Accounts”

         
	the
        audited consolidated financial statements of the Company comprising the income statement for the financial year ended
        the Accounts Date and the balance sheet as at the Accounts Date;

         

	 	“Accounts
                                         Date”

         
	31
        December 2016;

         

	 	“Agreement”

         
	this
        sale and purchase agreement (including its Recitals and Schedules), as may be amended or supplemented from time to time;

         

	 	“business
        day”

         
	a
        day (other than Saturday) on which banks are open in Hong Kong for general banking business;

         

	 	“BVI”

         
	the
        British Virgin Islands;

         

	 	“CLNT”

         
	Cleantech
        Solutions International, Inc., a company incorporated in Nevada whose shares are listed and traded on NASDAQ;

         

	 	“CLNT
        Shares”

         
	shares
        of common stock of CLNT, par value $0.001 per share (or of such other securities as shall result from a subdivision, consolidation,
        re-classification or re-construction of such shares from time to time);

         

	 	“Company”

         

         
	3D
        Discovery Co. Limited, a company incorporated in Hong Kong with limited liability, particulars of which are set out in
        Schedule 1;

         

	 	“Completion”

         
	completion
        of the sale and purchase of the Sale Shares pursuant to Clause 5;

         

	 	“Completion
        Date”

         
	three
        business days following the date on which all the Conditions Precedent are fulfilled or waived (as the case may be);

         

	 	“Conditions
        Precedent”

         
	the
        conditions precedent set out in Clause 4;

         

	 	“Consideration”

         
	has
        the meaning ascribed to it in Clause 3.1;

         

	 	“Consideration
        Share(s)”

         
	has
        the meaning ascribed to it in Clause 3.2;

         

	 	“Encumbrance”

         
	any
        option, right to acquire, right of pre-emption, mortgage, charge, pledge, lien, hypothecation, title retention, right
        of set off, counterclaim, trust arrangement or other security or any equity or restriction;

         

	 	“HK$”

         
	Hong
    Kong dollars, the lawful currency of Hong Kong;
	 	“Hong
        Kong”

         
	the
        Hong Kong Special Administrative Region of the PRC;

         

	 	“Individual
    Guarantee”	the
individual guarantee, in the form and substances reasonably satisfied by the Purchaser, to be executed by each of the Vendors
as the guarantor in favour of the Purchaser or its nominee on the date of the Loan Agreement to guarantee the punctual performance
by the Company of its obligations under the Loan Agreement;




 






    	 	3	 



     


    

 


	 	“Inland
    Revenue Ordinance”	Inland
        Revenue Ordinance (Chapter 112 of the Laws of Hong Kong);

         

	 	“Loan
    Agreement”	the
        loan agreement to be entered into between the Purchaser and the Company on the Completion Date in respect of the non-interest
        bearing loan facility in the aggregate principal amount of HK$2,000,000 to be issued by the Purchaser to the Company;

         

	 	“Long
        Stop Date”

         
	15
        January 2018 or such later date as may be agreed between the Vendors and the Purchaser;

         

	 	“Management
        Accounts”

         
	the
        unaudited consolidated management accounts of the Company comprising the income statement for such period after the Accounts
        Date and up to the Management Accounts Date and the balance sheet as at the Management Accounts Date;

         

	 	“Management
        Accounts Date”

         
	29
        November 2017;

         

	 	“NASDAQ”

         
	National
        Association of Securities Dealers Automated Quotations, the stock market in the USA;

         

	 	“Parties”

         
	parties
        to this Agreement and a “Party” means any one of them;

         

	 	“Purchaser
        Warranties”

         
	the
        representations, warranties and undertakings made by the Purchaser and contained in Clause 6 and Schedule 4;

         

	 	“Sale
        Shares”

         
	1,800
        shares in the share capital of the Company, being 60% of its entire issued share capital as at the date of this Agreement;

         

	 	“Stamp
        Duty Ordinance”

         
	Stamp
        Duty Ordinance (Chapter 117 of the Laws of Hong Kong);

         

	 	“Taxation”

         
	all
        forms of tax, rate, levy, duty, charge, impost, fee, deduction or withholding of any nature now or hereafter imposed,
        levied, collected, withheld or assessed by any taxing or other authority in any part of the world and includes any interest,
        additional tax, penalty or other charge payable or claimed in respect thereof;

         

	 	“USA”	the
        United States of America;

         

	 	“US$”

         
	United
        States dollars, the lawful currency of the USA;

         

	 	“Vendor
        Warranties”

         
	the
        representations, warranties and undertakings made by the Vendors and contained in Clause 6 and Schedule 3;

         

	 	“Warranties”

         
	the
        Vendor Warranties and the Purchaser Warranties; and

         

	 	“%”	per
    cent.


 






    	 	4	 



     


    

 


		1.2	In
                                         this Agreement:



 


		(a)	references
                                         to costs, charges, remuneration or expenses shall include any value added tax, turnover
                                         tax or similar tax charged in respect thereof;



 


		(b)	references
                                         to any action, remedy or method of judicial proceedings for the enforcement of rights
                                         of creditors shall include, in respect of any jurisdiction other than Hong Kong, references
                                         to such action, remedy or method of judicial proceedings for the enforcement of rights
                                         of creditors available or appropriate in such jurisdiction as shall most nearly approximate
                                         thereto;



 


		(c)	words
                                         denoting the singular number only shall include the plural number also and vice versa;
                                         



 


		(d)	words
                                         denoting one gender only shall include the other genders and the neuter and vice versa;



 


		(e)	words
                                         denoting persons only shall include firms and corporations and vice versa;



 


		(f)	references
                                         to any provision of any statute shall be deemed also to refer to any modification or
                                         re-enactment thereof or any instrument, order or regulation made thereunder or under
                                         such modification or re-enactment; and



 


		(g)	references
                                         to any document in the agreed form is to such document which has been initialed by the
                                         parties for identification.



 


		1.3	Headings
                                         shall be ignored in construing this Agreement.



 


		1.4	The
                                         Recital and the Schedules are part of this Agreement and shall have effect accordingly.
                                         



 


		2.	SALE
                                         AND PURCHASE OF SALE SHARES



 


Subject
to the terms and conditions of this Agreement, the Vendors, as legal and beneficial owners, shall sell the Sale Shares to the
Purchaser in the respective proportions set against their names in Schedule 2 and the Purchaser shall purchase the same from the
Vendors free from all Encumbrances and third party rights of any kind and together with all rights now or hereafter attaching
thereto including the right to receive all dividends and distributions declared, made or paid on or after the Completion Date.


 


		3.	CONSIDERATION



 


	3.1	The
                                         aggregate consideration (the “Consideration”) of the Sale Shares to
                                         be paid by the Purchaser to the Vendors at Completion is HK$3,000,000, which shall be
                                         satisfied by the allotment and issue of the Consideration Shares by CLNT.
	 	 



	3.2	The
                                         Purchaser shall procure CLNT to allot and issue 68,610 CLNT Shares (the “Consideration
                                         Shares”) to the Vendors (or their nominees) in such proportion as set out in
                                         Schedule 2 on the Completion Date.



 






    	 	5	 



     


    

 



		4.	CONDITIONS
                                         PRECEDENT



 


		4.1	Completion
                                         shall be conditional upon the fulfillment of the following Conditions Precedent: 



 


		(a)	all
                                         Vendor Warranties being true, accurate and not misleading at all material aspects at
                                         all times between the date hereof and the Completion Date (as though they had been made
                                         on such dates by reference to the facts and circumstances then subsisting);



 


		(b)	there
                                         having been no material adverse change, or any development likely to involve a prospective
                                         material adverse change, in the condition (financial, operational or otherwise) or in
                                         the earnings, business affairs or business prospects, assets or liabilities of the Company,
                                         whether or not arising in the ordinary course of business since the date of this Agreement;



 


		(c)	all
                                         loans or amounts due by the Company to its shareholders, directors or any other third
                                         party creditors having been fully waived or settled, save for the liabilities incurred
                                         which can be reflected under the Management Accounts for the direct generation of revenue
                                         for the Company after the date of this Agreement and before Completion;



 


		(d)	the
                                         Purchaser having conducted due diligence exercise (legal and financial) on the Company
                                         and reasonably satisfied with the results thereof;



 


		(e)	all
                                         fully operational software, website programming source code, web server, related IT applications
                                         and software assets applicable to or necessary for the business operations of the Company
                                         having been duly transferred to the Company by means reasonably satisfactory to the Purchaser;



 


		(e)	NASDAQ
                                         having granted the approval for the listing of, and the permission to deal in, the Consideration
                                         Shares, if required under NASDAQ continued listing rules and regulations; and



 


		(f)	all
                                         necessary consents, approvals, permits and/or authorisations in respect of the transactions
                                         contemplated under this Agreement having been obtained.



 


		4.2	All
                                         Conditions Precedent may be waived by the Parties by written consent. 



 


		4.3	Each
                                         Party undertakes to the other Party to use its best endeavours to ensure that the Conditions
                                         Precedent in Clause 4.1 are fulfilled as early as practicable and in any event not later
                                         than the Long Stop Date. 



 


		4.4	Each
                                         Party undertakes to provide all reasonable assistance to the other Party to fulfill the
                                         Conditions Precedent in Clause 4.1 in accordance with Clause 4.3. 



 


		4.5	If
                                         the Conditions Precedent have not been fulfilled or waived (as the case may be) on or
                                         before the Long Stop Date, this Agreement will lapse and become null and void and the
                                         Parties will be released from all obligations hereunder, save for liabilities for any
                                         antecedent breaches hereof. 



 






    	 	6	 



     


    

 


	5.	COMPLETION



 


	5.1	Completion
                                         shall take place at Loeb & Loeb LLP, 21st Floor, CCB Tower, 3 Connaught
                                         Road Central, Hong Kong at 11:00 am on the Completion Date (or at such other place, on
                                         such other time and/or day as the Parties may agree in writing).
	 	 



	5.2	At
                                         Completion, the Vendors shall:



 


		(a)	deliver
                                         or cause to be delivered to the Purchaser:



 


		(i)	evidence
                                         reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1
                                         (which are applicable to the Vendors) of this Agreement have been fulfilled;



 


		(ii)	instrument(s)
                                         of transfer and the bought and sold notes of the Sale Shares duly executed by each of
                                         the Vendors as registered holders thereof in favour of the Purchaser together with the
                                         related share certificate(s);



 


		(iii)	register of members of the Company reflecting the shareholding of the Company after Completion;



 


		(iv)	(1)all
                                         statutory records and minute books (which shall be duly written up to date as at
                                         Completion) and accounting records including an original copy of the memorandum and
                                         articles of association or other equivalent constitutional documents, certificate
                                         of incorporation and business registration certificates, business licence, governmental
                                         approval letters and certificates (if any), common seal, authorised chops, share
                                         certificate books and other statutory records of the Company;



 


			(2) all
                                                                             tax returns and assessments of the Company (if applicable) (receipted where the due dates for payment fell on or before
                                                                             the Completion Date);



 


			(3) copies
                                                                             of all correspondence, if any, with its lawyers, accountants, tax or revenue departments, all other documents and
                                                                             correspondence, if any, relating to the business affairs of the Company; and all title deeds, evidence of ownership and
                                                                             documents relating to assets owned by the Company;



 


provided
that the above shall be deemed to have been delivered if they are located at the registered office or principal place of business
of the Company;


 


		(v)	the
                                         draft Individual Guarantee;



 


		(vi)	a
                                         cheque made payable to “the Government of Hong Kong SAR” for such amount
                                         representing the share of Hong Kong stamp duty which shall be borne by the Vendors as
                                         transferors of the Sale Shares in accordance with the Stamp Duty Ordinance;



 






    	 	7	 



     


    

 


		(vii)	such
                                         other documents as may be reasonably required to give good title to the Sale Shares free
                                         from all Encumbrances and third party rights of any kind and to enable the Purchaser
                                         to become the registered holder thereof; and



 


		(viii)	a
                                         certified true copy of the resolutions of the board of directors of the Company approving
                                         the matters set out in Clause 5.2(b);



 


		(b)	procure
                                         that the following businesses shall be approved at a meeting of the directors of the
                                         Company:



 


		(i)	the
                                         directors of the Company shall approve the transfer of the Sale Shares and the Purchaser
                                         and/or its nominee shall be duly registered as the holder of the Sale Shares in the register
                                         of members of the Company, subject to the articles of association of the Company;



 


		(ii)	the
                                         directors of the Company shall approve the appointment of the directors nominated by
                                         the Purchaser;



 


		(iii)	the
                                         directors of the Company shall resolve that the share certificate in respect of the Sale
                                         Shares be duly issued and delivered to the Purchaser and/or its nominee;



 


		(iv)	the
                                         directors of the Company shall approve the execution and performance of the Loan Agreement;
                                         and



 


		(v)	the
                                         directors of the Company shall approve any of its directors to do all such acts and things
                                         and to sign any documents reasonably required to give effect to the transaction as contemplated
                                         under this Agreement.



 


		5.3	At
                                         Completion, against compliance with the provisions of Clause 5.2, the Purchaser shall
                                         deliver or cause to be delivered the following documents:



 


		(a)	to
                                         each of the Vendors:



 


		(i)	a
                                         draft consultancy contract to be entered into between EC Manpower Limited and each of
                                         the Vendors or their designated companies in the form and substance reasonably satisfied
                                         by each of the Vendors; and



 


		(ii)	a
                                         certified copy of the resolutions passed by the board of directors of EC Manpower Limited
                                         approving the consultancy arrangement between EC Manpower Limited and each of the Vendors
                                         or their designated companies;



 


		(b)	to
                                         the Vendors:



 


		(i)	a
                                         certified copy of the resolutions passed by the board of directors of the Purchaser approving
                                         (i) the execution and performance of this Agreement and (ii) the execution and performance
                                         of the Loan Agreement;



 






    	 	8	 



     


    

 


		(ii)	evidence
                                         reasonably satisfactory to the Vendors that the Conditions Precedent in Clause 4.1 (which
                                         are applicable to the Purchaser) of this Agreement have been fulfilled;



 


		(iii)	instrument(s)
                                         of transfer and the bought and sold notes of the Sale Shares duly executed by the Purchaser;



 


		(iv)	a
                                         copy of the board resolutions of CLNT approving the allotment and issue of the Consideration
                                         Shares;
	 	 	 
	 	(v)	the
                                         draft Loan Agreement; and



 


		(vi)	documents
                                         as may be reasonably required to give good title to the Consideration Shares free from
                                         all Encumbrances and third party rights of any kind and to enable the Vendors to become
                                         the registered holders thereof.



 


		6.	REPRESENTATIONS
                                         AND WARRANTIES



 


		6.1	The
                                         Purchaser hereby represents, warrants and undertakes to the Vendors in the terms set
                                         out in this Clause 6 and Schedule 4. 



 


		6.2	The
                                         Vendors hereby represent, warrant and undertake to the Purchaser in the terms set out
                                         in this Clause 6 and Schedule 3.



 


		6.3	The
                                         Purchaser shall be deemed to have repeated all the Purchaser Warranties on the basis
                                         that such Purchaser Warranties will at all times from the date of this Agreement up to
                                         and including the Completion Date be true, complete and accurate in all respects and
                                         such Purchaser Warranties shall have effect as if given at Completion as well as the
                                         date of this Agreement.



 


		6.4	The
                                         Vendors shall be deemed to have repeated all the Vendor Warranties on the basis that
                                         such Vendor Warranties will at all times from the date of this Agreement up to and including
                                         the Completion Date be true, complete and accurate in all respects and such Vendor Warranties
                                         shall have effect as if given at Completion as well as the date of this Agreement. 



 


		6.5	The
                                         Vendors agree and acknowledge that the Purchaser is entering into this Agreement in reliance
                                         on the Vendor Warranties. 



 


		6.6	The
                                         Purchaser agrees and acknowledges that the Vendors are entering into this Agreement in
                                         reliance on the Purchaser Warranties.



 


		6.7	None
                                         of the Warranties shall be limited or restricted by reference to or inference from the
                                         terms of any other Warranties or any other term of this Agreement.



 


		6.8	If
                                         any Party fails to perform any of its obligations in any material respect (including
                                         its obligation at Completion) under this Agreement or breaches any of the terms or Warranties
                                         set out in this Agreement in any material respect prior to Completion, then without prejudice
                                         to all and any other rights and remedies available at any time to a non-defaulting Party
                                         (including but not limited to the right to damages for any loss suffered by that Party),
                                         any non-defaulting Party may by notice either require the defaulting Party to perform
                                         such obligations or, insofar as the same is practicable, remedy such breach or to the
                                         extent it relates to the failure of the defaulting Party to perform any of its obligations
                                         on or prior to Completion in any material respect, treat the defaulting Party as having
                                         repudiated this Agreement and rescind the same. The rights conferred upon the respective
                                         Parties by the provisions of this Clause 6 are additional to and do not prejudice any
                                         other rights the respective Parties may have. Failure to exercise any of the rights herein
                                         conferred shall not constitute a waiver of any such rights. 



 






    	 	9	 



     


    

 


	7.	GUARANTEE
                                         AND UNDERTAKING
		 



	7.1	Each
                                         of the Vendors hereby unconditionally and irrevocably guarantees to the Purchaser that
                                         the revenue generated by the Company for each of the three (3) financial years ending
                                         31 December 2018, 2019 and 2020 (the “Guarantee Period”) shall be
                                         not less than HK$1,156,125.00, HK$2,413,062.50 and HK$3,961,531.25, respectively (the
                                         “Revenue Guarantee”). The revenue generated for the Guarantee Period
                                         will be calculated on a yearly basis according to the generally accepted accounting principle
                                         in Hong Kong and will be audited by an independent professional accountant.
	 	 



		7.2	In
                                         the event that the Revenue Guarantee for each financial year during the Guarantee Period
                                         is not fulfilled, the Purchaser shall have the right to claim against the difference
                                         on a dollar-for-dollar basis (i.e. the difference between the amount guaranteed under
                                         the Revenue Guarantee and the actual revenue generated by the Company during the Guarantee
                                         Period)  from the Vendors and the amount will be shared equally between the Vendors,
                                         provided however that the amount to be compensated by the Vendors (the “Compensation
                                         Amount”) shall not exceed 50% of the Consideration under this Agreement, which
                                         shall be paid or fulfilled on demand from the Purchaser in the following manner:
		 	 



		(a)	by
                                         the return of Consideration Shares (the “Returned Share(s)”) issued
                                         and allotted to the Vendors on the Completion Date, the value of each Returned Share
                                         will be deemed as US$5.606; or
	 	 	 



 


		(b)	in
                                         the event that all or part of the Consideration Shares are sold by the Vendors during
                                         the Guarantee Period and the aggregate value of the Returned Shares (i.e. the remaining
                                         Consideration Shares, if any) based on the calculation specified in paragraph (a) above
                                         is lower than the Compensation Amount, the net difference will be paid in cash by the
                                         Vendors.



 


		7.3	Each
of the Vendors hereby undertakes to the Purchaser that the Vendors shall remain as shareholders of the Company, and shall carry
out the same roles and responsibilities in the Company after Completion for a fixed term of three (3) years or such other duration
as may be determined by the board of directors of the Company which does not exceed three (3) years. 
		 	 



		8.	FURTHER
                                         ASSURANCE



 


Each
Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all
such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement.


 






    	 	10	 



     


    

 


		9.	RESTRICTIONS
                                         ON COMMUNICATION AND ANNOUNCEMENTS



 


		9.1	Each
                                         of the Parties undertakes to the other Party that it shall not at any time after the
                                         date of this Agreement divulge or communicate to any person other than to its professional
                                         advisers, or when required by law or any rule of any relevant stock exchange body, or
                                         to its respective officers or employees whose province it is to know the same any confidential
                                         information concerning the business, accounts, finance or contractual arrangements or
                                         other dealings, transactions or affairs of the other which may be within or may come
                                         to its knowledge in connection with the transactions contemplated by this Agreement and
                                         it shall use its best endeavours to prevent the publication or disclosure of any such
                                         confidential information concerning such matters. This restriction shall not apply to
                                         information or knowledge which is or which properly comes into the public domain, through
                                         no fault of any of the Parties or to information or knowledge which is already known
                                         to any of the Parties at the time of its receipt.



 


		9.2	Each
                                         of the Parties undertakes that it shall not at any time (save as required by law or any
                                         rule of any relevant stock exchange or regulatory body) make any announcement in connection
                                         with this Agreement unless the other Party shall have given its consent to such announcement
                                         (which consent may not be unreasonably withheld or delayed and may be given either generally
                                         or in a specific case or cases and may be subject to conditions). If any Party is required
                                         by law or any rule of any relevant stock exchange or regulatory body to make any announcement
                                         in connection with this Agreement, the other Party agrees to supply all relevant information
                                         relating to itself that is within its knowledge or in its possession as may be reasonably
                                         necessary or as may be required by any exchange and regulatory body to be included in
                                         the announcement.



 


		10.	PARTIAL
                                         INVALIDITY



 


If,
at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect in any jurisdiction,
the legality, validity and enforceability in other jurisdictions or of the remaining provisions of this Agreement shall not be
affected or impaired thereby.


 


		11.	COSTS
                                         AND EXPENSES



 


Each
Party shall bear its own costs of and incidental to the preparation, negotiation and settlement of this Agreement and the transactions
contemplated hereunder (including, without limitation, legal fees and expenses, and capital fees or stamp duty (if any) relating
to this Agreement).


 


		12.	ASSIGNMENT



 


No
Party shall assign any of its rights or obligations under this Agreement without the written consent of the other Party.


 


		13.	CONTINUING
                                         EFFECT OF AGREEMENT



 


Any
provision of this Agreement which is capable of being performed after Completion but which has not been performed at or before
Completion shall remain in full force and effect notwithstanding Completion.


 






    	 	11	 



     


    

 


		14.	GENERAL



 


		14.1	This
                                         Agreement supersedes all and any previous agreements, arrangements or understanding between
                                         the Parties relating to the matters referred to in this Agreement and all such previous
                                         agreements, understanding or arrangements (if any) shall cease and determine with effect
                                         from the date hereof and neither Party shall have any claim in connection therewith.
                                         



 


		14.2	This
                                         Agreement constitutes the entire agreement between the Parties with respect to its subject
                                         matter (no Party having relied on any representation or warranty made by the other Party
                                         which is not contained in this Agreement). No variation of this Agreement shall be effective
                                         unless made in writing and signed by all Parties. 



 


		14.3	Time
                                         shall be of the essence of this Agreement but no failure by any Party to exercise, and
                                         no delay on its part in exercising any right hereunder shall operate as a waiver thereof,
                                         nor shall any single or partial exercise of any right under this Agreement preclude any
                                         other or further exercise of it or the exercise of any right or prejudice or affect any
                                         right against the other. The rights and remedies provided in this Agreement are cumulative
                                         and not exclusive of any rights or remedies provided by law. 



 


		14.4	No
                                         delay or failure by a Party to exercise or enforce (in whole or in part) any right provided
                                         by this Agreement or by law shall operate as a release or waiver, or in any way limit
                                         that Party’s ability to further exercise or enforce that, or any other, right.
                                         A waiver of any breach of any provision of this Agreement shall not be effective, or
                                         implied, unless that waiver is in writing and is signed by the Party against whom that
                                         waiver is claimed. In the event of a default by either Party in the performance of its
                                         obligations under this Agreement, the non-defaulting Party shall have the right to obtain
                                         specific performance of the defaulting Party’s obligations. Such remedy shall be
                                         in addition to any other remedies provided under this Agreement or at law. 



 


		14.5	Except
                                         as expressly provided in this Agreement, a person who is not a Party to this Agreement
                                         has no right under the Contracts (Rights of Third Parties) Ordinance (Cap 623) to enforce
                                         any term of this Agreement but this does not affect any right or remedy of a third party
                                         which exists or is available apart from that Ordinance. 



 


		15.	NOTICES



 


		15.1	Any
                                         notice claim, demand, court process, document or other communication to be given under
                                         this Agreement (collectively “communication” in this Clause) shall
                                         be in writing in the English or Chinese language and may be served or given personally
                                         or sent to the e-mail address (if any) of the relevant Party and marked for the attention
                                         and/or copied to such other person as specified in Clause 15.4.



 


		15.2	A
                                         change of address or e-mail address of the person to whom a communication is to be addressed
                                         or copied pursuant to this Agreement shall not be effective until five days after a written
                                         notice of change has been served in accordance with the provisions of this Clause 15
                                         on the other Party with specific reference in such notice that such change is for the
                                         purposes of this Agreement.



 






    	 	12	 



     


    

 


		15.3	All
                                         communications shall be served by the following means and the addressee of a communication
                                         shall be deemed to have received the same within the time stated adjacent to the relevant
                                         means of despatch:



 


	 	Means of despatch	 	Time of deemed receipt
	 	 	 	 
	 	Local mail or courier	 	24 hours
	 	E-mail	 	12 hours
	 	Air courier/Speedpost	 	3 days
	 	Airmail	 	7 days




 


		15.4	The
                                         initial addresses and e-mail addresses of the Parties for the service of communications,
                                         the person for whose attention such communications are to be marked and the person to
                                         whom a communication is to be copied are as follows:



 


If
to Mr. Ho:


 


	 	Address:	16C,
    CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong
	 	E-mail:	michael.ho@3ddiscoveryco.com
	 	Attention:	Michael
    Ho


 


If
to Mr. Cheung:


 


	 	Address:	16C,
    CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong
	 	E-mail:	justin.cheung@3ddiscoveryco.com
	 	Attention:	Justin
    Cheung


 


If
to Mr. So:


 


	 	Address:	16C,
    CNT Tower, 338 Hennessy Road, Wanchai, Hong Kong
	 	E-mail:	edmond.so@3ddiscoveryco.com
	 	Attention:	Edmond
    So


 


If
to the Purchaser:


 


	 	Address:	Rooms
    315 - 316, 3/F, Building W12, Hong Kong Science Park, Shatin, N.T., Hong Kong
	 	E-mail:	parkson.yip@cleantechsolutionsinternational.com
	 	Attention:	Parkson
    Yip


 


		15.5	A
                                         communication served in accordance with this Clause 15 shall be deemed sufficiently served
                                         and in proving service and/or receipt of a communication it shall be sufficient to prove
                                         that such communication was left at the addressee’s address or that the envelope
                                         containing such communication was properly addressed and posted or despatched to the
                                         addressee’s address. In the case of communication by e-mail, such communication
                                         shall be deemed properly transmitted upon the receipt of the sent confirmation by the
                                         e-mail account of the sender.



 


		15.6	Nothing
                                         in this Clause shall preclude the service of communication or the proof of such service
                                         by any mode permitted by law.



 


		16.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, and this has the same effect as if the execution on the counterparts
were on a single copy of this Agreement.


 


		17.	GOVERNING
                                         LAW



 


		17.1	This
                                         Agreement shall be governed by and construed in accordance with the laws of Hong Kong.



 


		17.2	The
                                         courts of Hong Kong have non-exclusive jurisdiction to settle any dispute arising out
                                         of or in connection with this Agreement (including a dispute regarding the existence,
                                         validity or termination of this Agreement).



 






    	 	13	 



     


    

 


IN
WITNESS whereof this Agreement has been duly executed on the date first above written.


 





	VENDORS	 	 
	 	 	 
	SIGNED by
    HO LOK SHAN	)	 
	in the presence of :	)	 
	 	 	 
	SIGNED by
    CHEUNG CHIK TING	)	 
	in the presence of :	)	 
	 	 	 
	SIGNED by
    SO WANG CHUN	)	 
	in the presence of :	)	 
	 	 	 
	PURCHASER	 	 
	 	 	 
	SIGNED by
    LAU PING KEE	)	 
	as authorised representative of	)	 
	EC TECHNOLOGY & INNOVATIONS LIMITED	)	 
	in the presence of :	)	 


 


 



    	 	14	 



     


    







 


SCHEDULE
1

PARTICULARS OF THE COMPANY


 


	1.

         
	Company
        name

         
	:	3D
    Discovery Co. Limited 
	2.	Company
    number	:	2206233
	 	 	 	 
	3.	Date
    of incorporation	:	24
    February 2015
	 	 	 	 
	4.	Place
    of incorporation	:	Hong
    Kong
	 	 	 	 
	5.	Address
    of registered office	:	Unit
    C, 16th Floor, CNT Tower, 338 Hennessy Road Wan Chai, Hong Kong
	 	 	 	 
	6.	Issued
    share capital	:	3,000
	 	 	 	 
	7.	Shareholder
    (number of shares and shareholding %)	:	Ho
        Lok Shan

        (990
        shares - 33%)

         

        Cheung
        Chik Ting

        (990
        shares - 33%)

         

        So
        Wang Chun 

        (990
        shares - 33%)

         

        Chu
        Sai Yiu

        (30
        shares -1%)

         

	8.	Directors	:	So
Wang Chun



 






    	 	15	 



     


    

 


SCHEDULE
2

CONSIDERATION PAYABLE TO THE vENDORS


 


	Name of Vendor	 	Sale Shares	 	Consideration (HK$)	 	Number of Consideration Shares
	Ho Lok Shan	 	 	600	 	 	 	1,000,000	 	 	 	22870	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cheung Chik Ting	 	 	600	 	 	 	1,000,000	 	 	 	22870	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	So Wang Chun  	 	 	600	 	 	 	1,000,000	 	 	 	22870	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	1800	 	 	 	3,000,000	 	 	 	68610	 




 






    	 	16	 



     


    

 





SCHEDULE
3

VENDOR WARRANTIES


 


		1.	General



 


		1.1	The
                                         contents of the Recitals of and Schedule 1 and Schedule 2 to this Agreement are true
                                         and accurate.



 


		1.2	All
                                         information given by the Vendors or their agents or professional advisers to the Purchaser
                                         or its employees, agents or professional advisers relating to the business, activities,
                                         affairs, or assets or liabilities of the Company was, when given, and is now true, accurate
                                         and complete in all respects.



 


		1.3	There
                                         are no material facts or circumstances, in relation to the assets, business or financial
                                         condition of the Company which have not been exhaustively, expressly and fairly disclosed
                                         in writing to the Purchaser or its employees, agents or professional advisers, and which,
                                         if disclosed, might reasonably have been expected to affect the decision of the Purchaser
                                         to enter into this Agreement.



 


		1.4	The
                                         execution and performance of this Agreement will not conflict with or result in a breach
                                         of or be a reason for the termination or variation of any agreement or obligation to
                                         which the Company is now a party or any of the Company or its assets are or may be bound
                                         or affected or be in violation of any law, rule or regulation of any governmental, administrative
                                         or regulatory body or any order, injunction or decree of any judicial, administrative,
                                         regulatory or governmental body affecting the Company.



 


		2.	Organisation,
                                         Authority and Power



 


		2.1	The
                                         Company is a company duly incorporated and validly existing under the laws of Hong Kong.
                                         All issued shares in the Company are duly authorised, validly issued and fully paid up
                                         and none of such shares (where applicable) has been issued in violation of the memorandum
                                         and articles of association of the Company or the terms of any agreement by which the
                                         Company or its shareholders were or are bound, if any.



 


		2.2	The
                                         Vendors have, on the date of this Agreement and on Completion, full and unfettered right,
                                         power and authority to enter into this Agreement and assume all of their obligations
                                         hereunder and no further actions or proceedings are necessary on their part in connection
                                         with the execution, delivery and performance by them of this Agreement.



 


		2.3	This
                                         Agreement constitutes valid and legally binding obligations on the part of the Vendors
                                         enforceable in accordance with its terms.



 


		2.4	The
                                         Vendors are the legal and beneficial owners of the Sale Shares and is entitled to sell
                                         and transfer the Sale Shares and pass the full legal and beneficial ownership thereof
                                         with all rights thereto to the Purchaser or its nominee on the terms of this Agreement.
                                         The Sale Shares are issued and fully paid and is beneficially owned by the Vendors free
                                         from all Encumbrances. The Sale Shares constitutes the 60% of the issued share capital
                                         of the Company.



 






    	 	17	 



     


    

 


		3.	Records
                                         and taxation



 


		3.1	The
                                         Company has duly made up all requisite books of account (reflecting in accordance with
                                         generally accepted accounting principles for all the financial transactions of the Company),
                                         minutes books, registers and records in compliance with all applicable laws and regulatory
                                         requirements and these and all other deeds and documents (properly stamped where necessary)
                                         belonging to or which ought to be in its possession and its seal are in its possession.



 


		3.2	All
                                         the accounts, books, ledgers, financial and other records of whatsoever kind, of the
                                         Company are in its possession, have been fully, properly and accurately kept and completed,
                                         do not contain any material inaccuracies or discrepancies of any kind and give and reflect
                                         a true and fair view of its trading transactions, and its financial, contractual and
                                         trading position.



 


		3.3	The
                                         Company has duly complied with its obligations to account to the relevant tax authorities
                                         and all other authorities for all amounts for which it is or may become accountable in
                                         respect of Taxation relating to its business.



 


		3.4	All
                                         returns in connection with Taxation that should have been filed by the Company have been
                                         filed correctly and on a proper basis in accordance with all applicable laws and regulatory
                                         requirements and there are no facts known or which would on reasonable enquiry be known
                                         to the Company or its directors which may give rise to any dispute or to any claim for
                                         any Taxation or the deprivation of any relief or advantage that might have been available.



 


		3.5	The
                                         Company is not and does not expect to be involved in any dispute in relation to Taxation
                                         and no authority concerned has investigated or indicated that it intends to investigate
                                         into the tax affairs of the Company nor are there any circumstances of which the Vendors
                                         are aware which would cause any authority to investigate into the tax affairs of the
                                         Company.



 


		3.6	The
                                         Company has no liability in respect of Taxation (whether actual or contingent) nor any
                                         liability for interest, penalties or charges imposed in relation to any Taxation arising
                                         or deemed to arise in any accounting period ending on or before the Accounts Date that
                                         is not provided for in full in the Accounts, and in particular, has no outstanding liability
                                         for:



 


		(i)	Taxation
                                         in any part of the world assessable or payable by reference to any profit, gain, income
                                         or distribution earned, received, paid, arising or deemed to arise on or at any time
                                         prior to the Accounts Date or in respect of any period ending on or before the Accounts
                                         Date; or



 


		(ii)	purchase,
                                         value added, sales or other similar tax in any part of the world referable to transaction
                                         effected on or before the Accounts Date,



 


that
is not provided for in the Accounts.


 


		3.7	The
                                         amount of the provision for deferred Taxation contained in the Accounts was computed
                                         on a full provision basis and was, at the date on which the Accounts were prepared, adequate
                                         and fully in accordance with accountancy practices generally accepted in Hong Kong and
                                         commonly adopted by companies carrying on businesses similar to those carried on by the
                                         Company.



 






    	 	18	 



     


    

 


		3.8	Since
                                         the Accounts Date up to and inclusive of the Completion Date:



 


		(i)	the
                                         Company has not been involved in any transaction outside the ordinary course of business
                                         which has given or may give rise to a liability to Taxation on the Company (or would
                                         have given or might give rise to such a liability but for the availability of any relief,
                                         allowance, deduction or credit);



 


		(ii)	no
                                         accounting period or year of assessment of the Company has ended;



 


		(iii)	no
                                         disposal has taken place or other event occurred which will or may have the effect of
                                         crystallising a liability to Taxation which should have been included in the provision
                                         for deferred Taxation contained in the Accounts if such a disposal or other event had
                                         been planned or predicted at the date on which the Accounts were drawn up;



 


		(iv)	no
                                         payment has been made by the Company which will not be deductible for profits tax (or
                                         its equivalent) purposes either in computing the profits of the Company or in computing
                                         the profits tax chargeable on the Company;



 


		(v)	no
                                         event has occurred with the result that the Company has or will become liable to pay
                                         or bear a liability in respect of Taxation directly or primarily charged against, or
                                         attributable to, another person, firm or company; and



 


		(vi)	the
                                         Company has not paid or become liable to pay any penalty in connection with any Taxation
                                         or otherwise paid any Taxation after its due date for payment or become liable to pay
                                         any Taxation the due date for payment of which has passed or will become prospectively
                                         liable to pay any Taxation the due date for payment of which will fall within 30 days
                                         after the date of this Agreement.



 


		3.9	The
                                         Company has within the time limits prescribed by the relevant legislation duly paid all
                                         tax (including provisional tax), made all returns, given all notices, supplied all other
                                         information required to be supplied to the Inland Revenue Department of Hong Kong and
                                         any other relevant governmental authority (including any governmental authority of a
                                         foreign jurisdiction) and all such information was and remains complete and accurate
                                         in all material respects and all such returns and notices were and remain complete and
                                         accurate in all material respects and were made on a proper basis and do not, nor, to
                                         the best of the knowledge, information and belief of the Vendors, having made due and
                                         careful enquiry, are likely to, reveal any transactions which may be the subject of any
                                         dispute with the Inland Revenue Department of Hong Kong or other relevant authorities(including
                                         any governmental authority of a foreign jurisdiction) and the Company is not and has
                                         not in the last three years been the subject of an Inland Revenue Department of Hong
                                         Kong(or equivalent foreign tax authority) investigation or field audit or other dispute
                                         regarding tax or duty recoverable from the Company or regarding the availability of any
                                         relief from Taxation or duty to the Company and there are no facts known to the Vendors
                                         which are likely to cause such an investigation or audit to be instituted or such a dispute
                                         to arise.



 


		3.10	The
                                         Company has duly submitted all claims and disclaimers which have been assumed to have
                                         been made for the purpose of the Accounts.



 


		3.11	There
                                         are no material and/or unusual arrangements, agreements or undertakings, between the
                                         Company and the Inland Revenue Department of Hong Kong, or any foreign tax authorities,
                                         regarding or affecting the Taxation treatment of the Company.



 






    	 	19	 



     


    

 


		3.12	The
                                         Company has kept sufficient records in either English or Chinese:



 


		(i)	of
                                         its income and expenditure to enable the assessable profits of its trade, profession
                                         or business to be readily ascertained in compliance with and for the period mentioned
                                         in Section 51C of the Inland Revenue Ordinance or other similar legislation;



 


		(ii)	of
                                         the consideration, in money or money’s worth, payable or deemed to be payable to
                                         it, to its order or for its benefit in respect of the right of use of its land or buildings
                                         or land and buildings to enable the assessable value of its land or buildings or land
                                         and buildings to be readily ascertained in compliance with and for the period mentioned
                                         in Section 57D of the Inland Revenue Ordinance.



 


		3.13	The
                                         Company has duly complied with all requirements to deduct or withhold Taxation from any
                                         payments it has made and has accounted in full to the appropriate authorities for all
                                         amounts so deducted or withheld.



 


		4.	Corporate
                                         Status



 


		4.1	The
                                         Company is duly incorporated, validly existing and in good standing under the laws of
                                         Hong Kong and has all requisite corporate power and authority to own its assets and to
                                         carry on its business as currently conducted and is duly qualified to do business and
                                         is in good standing as a foreign corporation in each jurisdiction where the ownership
                                         or operation of its assets or the conduct of its business requires such qualification.



 


		4.2	No
                                         events or omissions have occurred whereby the constitution, subsistence or corporate
                                         status of the Company has been or is likely to be adversely affected.



 


		4.3	No
                                         order for the appointment of a liquidator has been made and as receiver has been appointed
                                         over the whole or any part of the assets of the Company.



 


		4.4	No
                                         order has been made, or petition presented, or resolution passed for the winding up of
                                         the Company, nor has any distress, execution or other process been levied in respect
                                         of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied
                                         judgment or court order outstanding against the Company.



 


		4.5	Save
                                         as contemplated under and this Agreement, as at the Completion Date, there are no pre-emptive
                                         or other outstanding rights, options, warrants, conversion rights or agreements or commitments
                                         of any character relating to the authorised and issued, unissued or treasury shares or
                                         equity interest of the Company and the Company has not issued any debt securities, other
                                         securities, rights or obligations which are convertible into or exchangeable for, or
                                         giving any person a right to subscribe for or acquire, capital or equity interest of
                                         the Company, and no such securities or obligations evidencing such rights are outstanding.



 






    	 	20	 



     


    

 


	5.	Accounts
and Management Accounts



 


		5.1	The
                                         Accounts:



 


		(i)	have
                                         been prepared on a basis consistent with all previous balance sheets and profit and loss
                                         accounts of the Company and in accordance with generally accepted accounting principles,
                                         standards and practice adopted in Hong Kong;



 


		(ii)	are
                                         true, complete and accurate (on a yearly basis) in all material respects and in particular
                                         have made full provision for all material liabilities or make proper provision for (or
                                         contain a note in accordance with good accounting practice adopted in Hong Kong respecting)
                                         all material deferred or contingent liabilities (whether liquidated or unliquidated)
                                         at the date thereof and have made adequate provision for bad and doubtful debts and for
                                         depreciation of the Company’s fixed assets having regard to their original cost
                                         and estimated life;



 


		(iii)	give
                                         a true and fair view of the state of affairs and the financial position of the Company
                                         as at the Accounts Date and of the results of the Company for the financial period ended
                                         on that date;



 


		(iv)	are
                                         not adversely affected by any unusual items which are not disclosed in the Accounts;
                                         and



 


		(v)	any
                                         slow moving, old, obsolescent or excessive stock has been written down appropriately
                                         in the Accounts, any irrevocable work in progress has been wholly written off and the
                                         value attributed in the Accounts to the remaining stock did not exceed the lower of cost
                                         and net realisable value at the Accounts Date and no part of such value is attributable
                                         to stock which is unusable or unsaleable in the normal course of the Company’s
                                         business.



 


		5.2	The
                                         Company has no liability for Taxation of any kind, which has not been provided for in
                                         the Accounts.



 


		5.3	Due
                                         provision has been made in the Accounts for any capital commitment undertaken or authorised
                                         at the Accounts Date as may be appropriate and for any bad or doubtful debt due and payable
                                         to the Company in its own right.



 


		5.4	The
                                         Company is a not member of any partnership or unincorporated company or association.



 


		5.5	Since
                                         the Accounts Date up to and inclusive of Completion Date:



 


		(i)	there
                                         has been no material adverse change in the financial position or business or prospects
                                         of the Company and the Company has entered into transactions and incurred liabilities
                                         only in the ordinary course of business;



 


		(ii)	The
                                         Company has not declared, paid or made nor is proposing to declare, pay or make any dividend
                                         or other distribution;



 


		(iii)	the
                                         business of the Company has been carried on in the ordinary and usual course and in the
                                         same manner (including nature and scope) as in the past, no fixed asset or stock has
                                         been written up nor any debt written off and no unusual or abnormal contract has been
                                         entered into by the Company; and



 


		(iv)	no
                                         asset of the Company has been acquired or disposed of on capital account, or has been
                                         agreed to be acquired or disposed of, otherwise than in the ordinary course of business
                                         and the Company has not disposed of or parted with possession of any of its property
                                         assets (including know how) or stock in trade or made any payments and no contract involving
                                         expenditure by it on capital account has been entered into by the Company and no liability
                                         has been created or has otherwise arisen (other than in the ordinary course of business
                                         as previously carried on).



 






    	 	21	 



     


    

 


		5.6	The
                                         Management Accounts have been properly complied by the directors of the Company on the
                                         basis which is consistent with the accounting policies consistently applied and are accurate
                                         in all respects and show a true and fair view of the state of affairs of the Company
                                         and of its results and profits for the financial period ending on the Management Accounts
                                         Date and:



 


		(a)	depreciation
                                         of the fixed assets of the Company has been made at a rate sufficient to write down the
                                         value of such assets to nil not later than the end of their useful working lives;



 


		(b)	the
                                         Management Accounts disclose and make full provision or reserve for all actual liabilities;



 


		(c)	the
                                         Management Accounts disclose and make proper provision or reserve for or note all contingent
                                         liabilities, capital or burdensome commitments and deferred taxation;



 


		(d)	the
                                         bases and policies of accounting of the Company (including depreciation) adopted for
                                         the purpose of preparing the Management Accounts are the same as those adopted for the
                                         purpose of preparing the audited accounts of the Company for each of the preceding accounting
                                         periods since the date of incorporation;



 


		(e)	the
                                         profits and losses of the Company shown in the Management Accounts and for the preceding
                                         accounting periods have not in any material respect been affected by any unusual or exceptional
                                         item or by any other matter which has rendered such profits or losses unusually high
                                         or low; and



 


		(f)	the
                                         accounts receivable shown in the Management Accounts have been collected or will in aggregate
                                         realise the nominal amount thereof less any reserve for bad and doubtful debts included
                                         in the Management Accounts and none of the amounts shown in the Management Accounts in
                                         respect of debtors is represented by debts which were then more than six (6) months overdue
                                         for payment and none of the same has been released or settled for an amount less than
                                         that shown in the Management Accounts. All such debts will be collectible in full within
                                         one hundred and eighty (180) days of the Completion Date subject to the Company using
                                         all reasonable endeavours to collect the same.



 


		6.	Business,
                                         etc. 



 


		6.1	The
                                         Company has not given or permitted to be outstanding any powers of attorney or authority
                                         (expressed or implied) to any party to enter into any contracts, commitments or transactions
                                         (other than the usual authority conferred on its directors in respect of the ordinary
                                         course of business) or pursuant to the banking facilities granted to the Company.



 






    	 	22	 



     


    

 


		6.2	The
                                         Company has not entered into any contracts, commitments or transactions other than on
                                         an arms-length basis nor breached or defaulted under any contracts, commitments or transactions.



 


		6.3	There
                                         are no existing circumstances which indicate that as a result of the consummation of
                                         this Agreement:



 


		(i)	the
                                         existing level of business of the Company may be substantially reduced; and



 


		(ii)	the
                                         Company will lose the benefit of any right or privilege which it enjoys.



 


		6.4	Compliance
                                         with the terms of this Agreement does not and will not :



 


		(i)	conflict
                                         with, or result in the breach of, or constitute a default under, any of the terms, conditions
                                         or provisions of any agreement or instrument to which the Company is a party, or any
                                         provision of the memorandum or articles of association or equivalent constitutive documents
                                         of the Company or any Encumbrance, lease, contract, order, judgment, award, injunction,
                                         regulation or other restriction or obligation of any kind or character by which or to
                                         which any asset of the Company is bound or subject;



 


		(ii)	relieve
                                         any person from any obligation to the Company (whether contractual or otherwise), or
                                         enable any person to determine any obligation, or any right or benefit enjoyed by the
                                         Company, or to exercise any right, whether under an agreement with, or otherwise in respect
                                         of, the Company;



 


		(iii)	result
                                         in the creation, imposition, crystallisation or enforcement of any Encumbrances whatsoever
                                         on any of the assets of the Company; or



 


		(iv)	result
                                         in any present or future indebtedness of the Company becoming due, or capable of being
                                         declared due and payable, prior to its stated maturity.



 


		6.5	The
                                         Company has, at all times, carried on its business and conducted its affairs in all respects
                                         in accordance with its memorandum and articles of association or equivalent constitutive
                                         documents for the time being in force and any other documents to which it is, or has
                                         been, a party.



 


		6.6	The
                                         Company is empowered and duly qualified to carry on business in all jurisdictions in
                                         which it now carries on business.



 


		6.7	The
                                         Company is not a party to any undertaking or assurances given to any court or governmental
                                         agency, which is still in force.



 


		6.8	The
                                         Company has conducted and is conducting its business in all respects in accordance with
                                         all applicable laws and regulations, whether of Hong Kong or elsewhere.



 


		6.9	The
                                         Company is not in breach of any of the terms or conditions of any of the licences or
                                         consents; the enforcement of this Agreement shall not, and there are no factors that
                                         might, in any way prejudice the continuation, or renewal, of any of them.



 






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		6.10	The
                                         Company is not a party to any contract, transaction, arrangement or liability which:



 


		(i)	is
                                         of an unusual or abnormal nature, which is outside the ordinary and proper course of
                                         business; or



 


		(ii)	cannot
                                         readily be fulfilled or performed by it on time without undue, or unusual, expenditure
                                         of money, effort or personnel.



 


		6.11	No
                                         notice, demand or claim of default under any agreement, instrument or arrangement to
                                         which the Company is a party has been received by the Company and is outstanding against
                                         it and there is nothing whereby any such agreement, instrument or arrangement may be
                                         prematurely terminated or rescinded by any other party.



 


		6.12	The
                                         Vendors are not aware of:



 


		(i)	any
                                         party to any agreement with, or under an obligation to, the Company who is in default
                                         under it, being a default which would be material in the context of the Company’s
                                         financial position; and



 


		(ii)	any
                                         circumstances likely to give rise to such a default.



 


		6.13	Insofar
                                         as the Vendors are aware, the Company has not supplied services or products which are,
                                         or were, or will become faulty or defective, or which do not comply in any material respect
                                         with any warranties or representations, expressly or impliedly made by it, or with all
                                         applicable regulations and requirements.



 


		7.	Corporate
                                         Records and Procedures etc. 



 


		7.1	The
                                         copy of the articles of association or the equivalent constitutive documents of the Company
                                         delivered to the Purchaser is accurate, update and complete in all respects.



 


		7.2	No
                                         alteration has been made to the memorandum or articles of association or the equivalent
                                         constitutive documents of the Company and no resolution of any kind of the shareholders
                                         of the Company has been passed (other than resolutions relating to the business at annual
                                         general meetings which was not special business) without disclosure in writing to the
                                         Purchaser.



 


		7.3	The
                                         Company has fully and punctually observed and complied with its obligations under the
                                         relevant companies legislations and the relevant statutes and all returns, particular
                                         resolutions and other documents (if any) required to be filed have been properly and
                                         punctually filed.



 


		7.4	The
                                         register of members of the Company is and will at Completion be correct. There has been
                                         no notice of any proceedings to rectify the register, and there are no circumstances
                                         which might lead to any application for rectification of the register, nor will there
                                         be any such circumstances at or before Completion.



 


		8.	Directors



 


Other
than the directors set out in Schedule 1, the Company has no other director.


 






    	 	24	 



     


    

 


		9.	Dispute,
                                         Claims and Litigation



 


		9.1	The
                                         Company is not engaged in any litigation or arbitration proceedings, as plaintiff or
                                         defendant; there are no proceedings pending or threatened, either by or against the Company;
                                         and no circumstances exist which are likely to give rise to any litigation or arbitration.



 


		9.2	There
                                         is no dispute with any revenue, or other official, department or other regulatory authority
                                         in Hong Kong or elsewhere, in relation to the affairs of the Company, and the Company
                                         and the Vendors are not aware of any facts which may give rise to any dispute.



 


		9.3	No
                                         order has been made, or petition presented, or resolution passed for the winding up of
                                         the Company; nor has any distress, execution or other process been levied in respect
                                         of the Company which remains undischarged; nor is there any unfulfilled or unsatisfied
                                         judgment or court order outstanding against the Company.



 


		9.4	The
                                         Company has conducted its business and dealt with its assets in all material respects
                                         in accordance with all applicable legal and administrative requirements in Hong Kong
                                         and any other jurisdiction.



 


		9.5	The
                                         Company has not committed any criminal act or material breach of contract or statutory
                                         duty or any tortious or other unlawful act.



 


		9.6	No
                                         unsatisfied judgment is outstanding against the Company.



 


		10.	Liabilities



 


		10.1	The
                                         Company does not have, as at the Accounts Date, any material liabilities or financial
                                         commitment except as disclosed in the Accounts.



 


		10.2	All
                                         loans and payables incurred before Completion have been either waived or settled, save
                                         for those as agreed between the Vendors and the Purchaser.



 


		11.	Agents



 


		11.1	There
                                         are in force no powers of attorney or any special authorities given by the Company other
                                         than those given in the ordinary course of business.



 


		11.2	Other
                                         than in the ordinary course of business, the Company has not ever entered into an agreement
                                         under which any person has been given representative or agency rights or powers.



 


		12.	Acquisition
                                         of the Consideration Shares



 


		12.1	The
                                         Vendors understand that the Consideration Shares are “restricted securities”
                                         and have not been registered under the Securities Act of 1933, as amended (the “Securities
                                         Act”) or any applicable state securities law and are acquiring the Consideration
                                         Shares as principal for their own account and not with a view to or for distributing
                                         or reselling the Consideration Shares or any part thereof in violation of the Securities
                                         Act, have no present intention of distributing any of such Consideration Shares in violation
                                         of the Securities Act and have no direct or indirect arrangement or understandings with
                                         any other persons to distribute or regarding the distribution of such Consideration Shares
                                         in violation of the Securities Act. The Vendors understand that the Consideration Shares
                                         may only be disposed of in compliance with the Securities Act. In connection with any
                                         transfer of the Consideration Shares other than pursuant to an effective registration
                                         statement, CLNT may require the transferor thereof to provide CLNT with an opinion of
                                         counsel selected by the transferor and reasonably acceptable to CLNT, the form and substance
                                         of which opinion shall be reasonably satisfactory to CLNT, to the effect that such transfer
                                         does not require registration of such transferred Consideration Shares under the Securities
                                         Act.



 






    	 	25	 



     


    

 


		12.2	The
                                         Vendors hereby represent that they have satisfied themselves as to the full observance
                                         of the laws of its jurisdiction in connection with any invitation to subscribe for the
                                         Consideration Shares, including (i) the legal requirements within its jurisdiction for
                                         the acquisition of the Consideration Shares, (ii) any foreign exchange restrictions applicable
                                         to such purchase, (iii) any governmental or other consents that may need to be obtained,
                                         and (iv) the income tax and other tax consequences, if any, that may be relevant to the
                                         purchase, holding, redemption, sale, or transfer of the Consideration Shares. The Vendors
                                         beneficial ownership of the Consideration Shares will not violate any applicable securities
                                         or other laws of the Vendor’s jurisdiction.
		 	 



		12.3	The
                                         Vendors, either alone or together with their representatives, have such knowledge, sophistication
                                         and experience in business and financial matters so as to be capable of evaluating the
                                         merits and risks of the acquisition of the Consideration Shares, and have so evaluated
                                         the merits and risks. The Vendors are able to bear the economic risk of the Consideration
                                         Shares and, at the present time, are able to afford a complete loss of the Consideration
                                         Shares.
		 	 



		12.4	The
                                         Vendors are not, to each of their knowledge, acquiring the Consideration Shares as a
                                         result of any advertisement, article, notice or other communication regarding the Consideration
                                         Shares published in any newspaper, magazine or similar media or broadcast over television
                                         or radio or presented at any seminar or any other general solicitation or general advertisement.
		 	 



		12.5	The
                                         Vendors acknowledge that they have had the opportunity to review any and all documents
                                         and has been afforded (i) the opportunity to ask such questions as they have deemed necessary
                                         of, and to receive answers from, representatives of CLNT concerning the Consideration
                                         Shares; and (ii) access to information about CLNT and its financial condition, results
                                         of operations, business, properties, management and prospects sufficient to enable it
                                         to evaluate the transaction. The Vendors acknowledge and agree that CLNT has not provided
                                         the Vendors with any information or advice with respect to the Consideration Shares nor
                                         is such information or advice necessary or desired.
		 	 



		12.6	Neither
                                         the Vendors nor any person acting on their behalf has engaged, nor will engage, in any
                                         directed selling efforts to a U.S. Person (as defined in the Securities Act) with respect
                                         to the Consideration Shares and each of the Vendors and any person acting on their behalf
                                         has complied and will comply with the “offering restrictions” requirements
                                         of Regulation S. The transactions contemplated hereby have not been pre-arranged with
                                         a buyer located in the United States or with a U.S. Person, and are not part of a plan
                                         or scheme to evade the registration requirements of the Securities Act. Neither the Vendors
                                         nor any person acting on their behalf has undertaken or carried out any activity for
                                         the purpose of, or that could reasonably be expected to have the effect of, conditioning
                                         the market in the United States, its territories or possessions, for any of the Consideration
                                         Shares. The Vendors agree not to cause any advertisement of the Consideration Shares
                                         to be published in any newspaper or periodical or posted in any public place and not
                                         to issue any circular relating to the Consideration Shares, except such advertisements
                                         that include the statements required by Regulation S, and only offshore and not in the
                                         U.S. or its territories, and only in compliance with any local applicable securities
                                         laws.



 






    	 	26	 



     


    

 


		12.7	The
                                         Vendors understand that the Consideration Shares and any securities issued in respect
                                         of or exchange for the Consideration Shares, may be notated with one or all of the following
                                         legends, as applicable:



 


“THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”


 


“THESE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THESE SECURITIES IS PROHIBITED,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 






    	 	27	 



     


    

 





SCHEDULE
4

PURCHASER WARRANTIES


 


		1.	The
                                         Purchaser has, on the date of this Agreement and on Completion, full and unfettered right,
                                         power and authority to enter into this Agreement and assume all of its obligations hereunder
                                         and no further actions or proceedings are necessary on its part in connection with the
                                         execution, delivery and performance by it of this Agreement.



 


		2.	The
                                         Purchaser is a company duly incorporated and validly existing under the laws of BVI.



 


		3.	This
                                         Agreement constitutes valid and legally binding obligations on the part of the Purchaser
                                         enforceable in accordance with its terms.



 


		4.	All
                                         information given by the Purchaser or its agents or professional advisers to the Vendor
                                         or its employees, agents or professional advisers was, when given, and is now true, accurate
                                         and complete in all respects.



 


		5.	Subject
                                         to the fulfillment of the Conditions Precedent, all necessary consents, authorisations
                                         and approvals of and all necessary registrations and filings with any governmental or
                                         regulatory agency or body required in Hong Kong and BVI for or in connection with this
                                         Agreement and the performance of the terms thereof have been obtained or made or will
                                         have been obtained or made by Completion.



 


		6.	All
                                         the Consideration Shares to be issued and allotted by CLNT to the Vendors will be duly
                                         authorised, validly issued and fully paid up and none of such shares will be issued in
                                         violation of the memorandum and articles of association of CLNT or the terms of any agreement
                                         or laws and regulations by which CLNT or its shareholders were or are bound, if any.



 


 


 


 


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