Exhibit 10.3


 


Global
Sales and Distribution Agreement


 


This
Global Sales & Distribution Agreement (this "Agreement") is made and entered into:


 


-
Between -


 


Dongguang
Light Power New Energy S&T Co., Ltd (东莞市光能新能源有限公司),
a company incorporated in the Peoples Republic of China, with Company Incorporation No: 441900000765901 (hereinafter referred
as "DGLight"), and with its business address situated at 3/F, Gosun Technology Building, Nancheng District,
Dongguan City, Guangdong Province, China. DGLight hereby appoints and authorizes its corporate representative Mr. Dai Jian Guo
(戴建国), a Chinese national of Chinese ID No: 432421197006161671, to act, decide, transact, sign and represent
DGLight in connection with this Agreement.


 


-
and -


 


CGN
Nanotech Limited ( 中国光能有限公司 ), a company incorporated in Hong Kong,
with Company Incorporation No: 63741883-000-08-14-2 , and with its business address situated at Room 2201, 22/F, Malaysia
Building, 50 Gloucester Road, Wanchai, Hong Kong (hereinafter referred as "CGNHK"). CGNHK hereby
appoints and authorizes its corporate representative Mr. Loke Che Chan, Gilbert 陆志春 a Hong Kong resident
of HKID No: P055662(2), to act, decide, transact, sign and represent CGNHK in connection with this Agreement.


 


WHEREAS
AGREED THAT


 


DGLight
and CGNHK shall be hereinafter referred to as a "Party" respectively, and as the "Parties" collectively,
whereas agreed that:


 


	A.	DGLight
                                         is a company incorporated in Peoples Republic of China, and is principally responsible
                                         for and involved in researching, developing, manufacturing, and selling Ceramic Nano
                                         Energy Efficient lighting products, covering florescent, tubes and street lamps (hereinafter
                                         referred as the "Products") in Mainland China.
	 	 
	B.	CGNHK
                                         is a company incorporated in Hong Kong and is principally responsible for and involved
                                         in marketing, promoting, market development, and selling of the Products in Global Territory
                                         excluding Mainland China. CGNHK, with the ability to expand in global markets, will provide
                                         a platform for DGLight to explore, build, develop and grow the Products in the market
                                         in the Global Territory.
	 	 
	C.	DGLight
                                         is willing to provide CGNHK with all the necessary technical support, products, consulting
                                         services and other commercial services during the term of this Agreement, utilizing its
                                         advantages in technology, human resources, and information, and CGNHK is willing to accept
                                         such services provided by DGLight or DGLight's designee(s) each on the terms set forth
                                         herein.




 






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	D. 	Now, therefore, through mutual discussion, the Parties have reached the
following agreements:
	 	 
	1.	Purpose
                                         of the cooperation



 


		a)	The
                                         cooperation is on the basis of mutual trust and understanding. The objectives of this
                                         cooperation are to improve efficiency and achieve common goals for the Parties.
	 	 	 
		b)	The
                                         principles of this Agreement are based on voluntary, win-win, mutual benefit, confidentiality,
                                         and preserving of market integrity.
	 	 	 
		c)	The
                                         cooperation is to enhance the strength of both Parties, improve competitiveness and explore
                                         to build, develop and expand the sales performance of the Products in the Global Territory.
	 	 	 
		d)	This
                                         agreement is act as a framework, which will be the guidance of long-term cooperation
                                         and the basis of contracts in the future.



 


	2.	Cooperation
                                         Methodology



 


		a)	Both
                                         Parties establish the professional teams for exchange of sales and marketing information:



 


DGLight
appoints, authorizes and commissions CGNHK the exclusive rights to market, sell and distribute the Products to markets in the
Global Territory. According to this Agreement, both Parties confirmed that all countries around the world except Mainland China
are exclusive sales and distribution regions for the Products and the corporations stated, indicated and confirmed in the Global
Territory will be the target customers of CGNHK. CGNHK requires to seek for the demand in the countries according to the request
of DGLight. DGLight receives information of the corresponding countries (or regions) from CGNHK and is liable to preserve the
confidentiality of those information being received. DGLight should provide the products information (including technical specifications,
advances and new products information) and products updates, if any, for CGNHK to strengthen and enhance its sales, market and
distribution capability.


 


DGLight
also appoints, authorizes and commissions CGNHK the exclusive rights to build a proper new brand name for the Products with global
markets mindset and requirements in order to strengthen and provide a better penetration into the Global Territory.


 


During
the cooperation period, CGNHK owns the exclusive rights to sell, market and distribute the Products to all countries around the
world except Mainland China. DGLight is responsible to stop, refrain, or restrict any of its clients, located in the Mainland
China, selling, marketing and distributing the Products in the Global Territory except Mainland China.


 


		b)	Operation
                                         Methodology apply to both parties:



 


Based
on the actual customers' situation, CGNHK can participate in bidding and quotations. In order to win the bids, with reference
to the competitors' bids and orders, DGLight should offer, based on own situation, a reasonable purchasing price and delivery
date to support the bid of CGNHK. DGLight cannot alter the offered price within the quotation period. Once CGNHK wins the bid,
both Parties have to sign a separate purchase agreement based on the winning bid, such that to ensure the rights and obligations
of both parties, the payment method, and other clauses in accordance with contract signed by CGNHK and bid customers.


 




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Under
this Agreement, if DGLight, through bidding or direct sales, enters contracts with third party in the Global Territory except
Mainland China, DGLight is required to pay CGNHK a certain percentage of the contract remuneration (based on the project, subject
to negotiation)


 


	3.	Rights
                                         and obligations of CGNHK



 


		a)	CGNHK
                                         is allowed to visit, review companies of DGLight, at least, annually, in order to understand
                                         and to monitor the production processes and level of labour skills.
	 	 	 
		b)	CGNHK
                                         can provide feedback and suggestion of DGLight's products for DGLight. DGLight should
                                         response to the related feedback and suggestion actively and as soon as possible.
	 	 	 
		c)	CGNHK
                                         has the rights to ask DGLight to provide after-sale services, if the Products are sold
                                         to customers in the Global Territory. Details terms and clauses are subject to negotiation.
	 	 	 
		d)	In
                                         consideration for the rights granted by DGLight to CGNHK, both parties hereby agree that
                                         a consideration of US$100 will be considered for the validity of this Agreement.



 


	4.	Rights
                                         and obligations of DGLight



 


		a)	With
                                         refer to the contract signed between DGLight and CGNHK, when CGNHK settles the payments
                                         according to the terms of contract, DGLight has the obligations to deliver the Products
                                         to CGNHK, or CGNHK's subsidiaries on a timely basis.
	 	 	 
		b)	DGLight
                                         shall provide a sufficient amount of sales, marketing and advertising materials of the
                                         Products, including but not limited to, product catalogues, product brochures, etc.
	 	 	 
	 	c)	Upon
request from CGNHK, DGLight shall welcome the visit of CGNHK's customers at all times. DGLight agrees that CGNHK customers' information
are confidential. DGLight shall not contact and disclose such information without the approval of CGNHK.
	 	 	 
		d)	DGLight
                                         shall response to the invitation of CGNHK on quoting and bidding matters as soon as possible.
	 	 	 
		e)	With
                                         refer to the contract signed between DGLight and CGNHK, DGLight is responsible to ensure
                                         the Products meet the quality standard requirement. DGLight shall also provide technical
                                         support and after-sale support to CGNHK without any delay.



 


	5.	Confidentiality



 


Both
parties shall keep confidential any non-public material or information with respect to the business, technology, financial conditions,
and other aspects of the other party which it is aware of, or have access to, in signing or performing this Agreement (including
written or non-written information, hereinafter the "Confidential Information"). Neither party shall disclose such Confidential
Information to any third party other than to such party and its Contract Entity. Either party may use the Confidential Information
only for the purpose of, and to the extent necessary for performing this Agreement; and shall not use such Confidential Information
for any other purposes.


 






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	6.	Term
                                         and Effectiveness



 


The
term of this Agreement commences from 18th November 2014 and ends 31st  October 2024, and will automatically renew
for another 5 years upon the expiration of this Agreement unless one party notifies the other party of its intention of
non-renewal.


 


	7.	Termination



 


This
Agreement may be terminated by either party at any time by giving a written notice of thirty {30) days in advanced to
the other party at the company registered address, or in the event that the other party commits a material breach of
any provision of this Agreement and such other party fails to remedy such breach within thirty {30) days after receipt of
written notice specifying the breach from the non-defaulting party.


 


	8.	Dispute
                                         resolution and governing laws



 


In
the event of any dispute with respect to the construction and performance of this Agreement, both Parties shall first
resolve the dispute through friendly negotiations. In the event both Parties fail to reach an agreement on the dispute, then
both parties agree that the validity, operation and performance of this Agreement shall be governed by and interpreted in
accordance with the laws of Hong Kong, Special Administrative Region applicable therein (notwithstanding conflict of law
rules), and the parties do expressly and irrevocably attorn to the jurisdiction of courts of Hong Kong with respect to any
matter or claim, suit, action or proceeding arising under or related to this Agreement.


 


The
Parties have caused their authorized representatives to execute this Global Sales & Distribution Agreement as of the date
first above written.


 


	Dongguan
Light Power New Energy S&T Co., Ltd
	 	CGN
Nanotech Limited

	 	 	 
	东莞市光能新能源有限公司	 	中国光能有限公司 
	 	 	 
	/s/
    Jianguo Dai	 	/s/ Loke
    Che Chan,Gilbert
	Legal
    Representative	 	Legal
    Representative
	Jianguo
    Dai	 	Loke
    Che Chan, Gilbert
	Date:
    12th November 2014	 	Date:
    12th November 2014


 




 


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