Unassociated Document


    Exhibit 10.20

    


    


    CONSULTING
SERVICE AGREEMENT

    


    


    


    BETWEEN

    


    


    


    WUHAN
BLOWER CO., LTD.

    


    


    AND

    


    


    STANDARD
CHARTERED CORPORATE ADVISORY CO. (BEIJING), LTD.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CONTENT

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                1.

                                              	
                                                SERVICE

                                              	
                                                3

                                              
	 	 	 
	
                                                2.

                                              	
                                                UNDERTAKINGS
      OF BORROWER

                                              	
                                                3

                                              
	 	 	 
	
                                                3.

                                              	
                                                ADVISORY
      FEE

                                              	
                                                4

                                              
	 	 	 
	
                                                4.

                                              	
                                                TERM
      AND TERMINATION

                                              	
                                                5

                                              
	 	 	 
	
                                                5.

                                              	
                                                CONFIDENTIALITY

                                              	
                                                5

                                              
	 	 	 
	
                                                6.

                                              	
                                                FORCE
      MAJEURE

                                              	
                                                7

                                              
	 	 	 
	
                                                7.

                                              	
                                                ENTIRE
      AGREEMENT

                                              	
                                                7

                                              
	 	 	 
	
                                                8.

                                              	
                                                AMENDMENT

                                              	
                                                7

                                              
	 	 	 
	
                                                9.

                                              	
                                                NOTICE

                                              	
                                                7

                                              
	 	 	 
	
                                                10.

                                              	
                                                ASSIGNMENT

                                              	
                                                9

                                              
	 	 	 
	
                                                11.

                                              	
                                                GOVERNING
      LAW

                                              	
                                                9

                                              
	 	 	 
	
                                                12.

                                              	
                                                DISPUTE
      RESOLUTION

                                              	
                                                9

                                              
	 	 	 
	
                                                13.

                                              	
                                                HEADINGS

                                              	
                                                9

                                              
	 	 	 
	
                                                14.

                                              	
                                                WAIVER

                                              	
                                                9

                                              
	 	 	 
	
                                                15.

                                              	
                                                SEVERABILITY

                                              	
                                                10

                                              
	 	 	 
	
                                                16.

                                              	
                                                COUNTERPARTS

                                              	
                                                10

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    This
Consulting Service Agreement (the “Agreement”) is entered into by and between
the following parties:

    


    
      	
              (1)  

            	
              Wuhan
      Blower Co., Ltd., a company duly incorporated under the laws of the
      People’s Republic of China with the registration address at Canglongdao
      Science Park of Wuhan East Lake Hi-Tech Development Zone, Jiangxia
      District, Wuhan, Hubei Province, People’s Republic of China (the
      “Borrower”); and

            


    

    


    
      	
              (2)  

            	
              Standard
      Chartered Corporate Advisory Co. (Beijing), Ltd., a company duly
      incorporated under the laws of People’s Republic of China with the
      registration address at Level 12 No.6, Podium Level Tower W2, The Towers,
      Oriental Plaza No.1, East Chang An Avenue, Dong Cheng District, Beijing,
      People’s Republic of China ( the
“Advisor”).

            


    

    


    Each
party is referred as a “Party” and collectively as the “Parties.”

    


    Whereas:

    


    
      	
              (1)  

            	
              An
      agreement (the “Loan Agreement”) for a loan facility of up to RMB
      303,100,000 was entered into on November 11, 2009, by and among Standard
      Chartered Bank (China) Limited, Guangzhou Branch (“Standard Chartered
      Bank”) together with other banks or financial institutions listed therein
      (collectively as the “Bank”), acting as the common lender, and Wuhan
      Blower Co., Ltd., Wuhan Generating Equipment Co., Ltd. and Wuhan Xingelin
      Machinery Equipment Manufacturing Co., Ltd. (collectively as the
      “Borrower”), in which Standard Chartered Bank served as the facility agent
      and security agent.

            


    

    


    
      	
              (2)  

            	
              The
      Borrower desires to get related advisory services regarding the financing
      arrangement as specified in the Loan
Agreement.

            


    

    


    
      	
              (3)  

            	
              The
      Advisor desires to provide such kind of service in according to the
      following terms and conditions.

            


    

    


    The
Parties agree as follows:

    


    
      	
              1.  

            	
              SERVICE

            


    

    


    
      	
              1.1  

            	
              The
      Advisor hereby agrees to provide the related business and management
      consulting service regarding the loan arrangement under the Loan
      Agreement, and any other related services which are agreed by the Parties
      in the form of written amendment from time to time (collectively as the
      “Service”).

            


    

    


    
      	
              2.  

            	
              UNDERTAKINGS
      OF BORROWER

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
              2.1  

            	
              The
      Borrower hereby undertakes that it will provide the related documentations
      and other information upon the reasonable request by the Advisor and
      communicate and coordinate with the Advisor so that the Advisor can
      provide the Service.

            


    

    


    
      	
              3.  

            	
              ADVISORY
      FEE

            


    

    


    During
the Term of this Agreement, in consideration for the Service provided, the
Borrower shall pay the Advisor RMB 24,248,000, which is equivalent to 8% of the
loan amount under the Loan Agreement (the “Business Consulting Fee”). The
payment methods for the Business Consulting Fee are as follows:

    


    
      	
              3.1.1  

            	
              Pay
      the Advisor the amount equivalent to 0.5% of the amount of the loan amount
      under Loan Agreement, that being RMB 1,515,500, on the closing day under
      the Loan Agreement or the execution date of the financing document,
      whichever is earlier.

            


    

    


    
      	
              3.1.2  

            	
              Pay
      the Advisor the amount equivalent to 7.5% of the first financing drawdown
      amount, that being RMB 15,870,000, on the first drawdown date under the
      Loan Agreement.

            


    

    


    
      	
              3.1.3  

            	
              Pay
      the Advisor the amount equivalent to 7.5% of the second financing drawdown
      amount, that being RMB 6,862,500, on the second drawdown date under the
      Loan Agreement.

            


    

    


    
      	
              3.2  

            	
              Any
      advisory fee paid under Section 3.1 shall not be refunded even if this
      Agreement or the Loan Agreement is terminated
  earlier.

            


    

    


    
      	
              3.3  

            	
              The
      Borrower shall pay the Advisor annual management consulting fee (the
      “Management Consulting Fee”), from the date of the execution of the Loan
      Agreement to the scheduled maturity date of the loan under the Loan
      Agreement or 365 days after all the loan are repaid, whichever is later
      (the “Payment Term for the Management Consulting Fee”). The methods of
      calculation and payment are as
follows:

            


    

    


    
      	
              3.3.1  

            	
              Management
      Consulting Fee shall be calculated as 1% of net total sales increase in
      the corresponding year from the previous year’s sales, and 2009 shall be
      the base year to calculate the following year’s annual sales
      increase.

            


    

    


    
      	
              3.3.2  

            	
              Total
      sales shall be total revenue, which appear on the Borrower’s audited
      consolidated financial report at the end of each year during the Payment
      Term for the Management Consulting Fee, including all the revenues the
      Borrower achieved by production or service in the year before the direct
      cost and expenses are deducted.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              3.3.3  

            	
              The
      advisory fee shall be paid within 15 business days after the issuance of
      the audited report by the Borrower for the corresponding year, together
      with the breakdown of calculation for such amount is
    provided.

            


    

    


    
      	
              3.4  

            	
              All
      the payments for the Business Consulting Fee and Management Consulting Fee
      shall be the net amount. The Borrower agrees to bear all the deduction or
      withholding expense that may be imposed by the relevant laws or
      regulations to the subject payments and shall not deduct such amount from
      the service fee to ensure that the Advisor will receive the full amount of
      payments pursuant to the Article 3.

            


    

    


    
      	
              3.5  

            	
              The
      Advisor shall provide the Borrower an invoice within 5 business days after
      the Borrower pays the relevant fees hereunder to the
    Advisor.

            


    

    


    
      	
              4.  

            	
              TERM
      AND TERMINATION

            


    

    


    
      	
              4.1  

            	
              Unless
      the Loan Agreement is terminated or this Agreement is terminated earlier
      according to this Article thereof, this Agreement shall be effective upon
      the execution and remain valid until each Party has fully performed its
      obligation hereunder.

            


    

    


    
      	
              4.2  

            	
              Notwithstanding
      Article 4.1, if the Borrower breaches any agreements under the Loan
      Agreement, the Advisor shall have the right to terminate this Agreement in
      writing immediately, and request Borrower to pay any due Business
      Consulting Fee and Management Consulting
Fee.

            


    

    


    
      	
              4.3  

            	
              The
      termination of this Agreement shall not affect the validity or
      enforceability of any right or obligation that arises from the Agreement
      before the date of such termination, including but not limited to any
      right or obligation related to the breach of the Agreement which results
      in the termination.

            


    

    


    
      	
              4.4  

            	
              In
      the event that the representative of the Advisor is hindered or prevented
      by the Borrower or any of its officer, employee or agent from assuming the
      obligation or providing the Service under this Agreement, the Advisor
      shall immediately notify the Borrower of such situation in writing. The
      Borrower shall not request the Advisor to fulfill its responsibility and
      obligation under this Agreement before the correction of such
      situation.

            


    

    


    
      	
              5.  

            	
              CONFIDENTIALITY

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              5.1  

            	
              Both
      Parties agree to keep confidential all the files, documents,
      correspondence or other kind of communication in relating to the business
      or technology (the “Confidential Information”), which were acquired or
      received during the negotiation or execution of this Agreement or for the
      purpose of performing the obligation under this Agreement, except as
      follows:

            


    

    


    
      	
              5.1.1  

            	
              Information
      in the public domain at the time of disclosure through no fault of either
      Party hereto; and

            


    

    


    
      	
              5.1.2  

            	
              Information
      in lawful possession of the Party prior to its first receipt from the
      discloser.

            


    

    


    
      	
              5.2  

            	
              Each
      party (the “Disclosing Party”) shall not disclose the Confidential
      Information except as each of the following
  condition:

            


    

    


    
      	
              5.2.1  

            	
              Required
      by the applicable law or by the order of the court of competent
      jurisdiction or the order of arbitration court, subject to the content and
      extent as required; or

            


    

    


    
      	
              5.2.2  

            	
              Required
      by the competent regulatory authority or governmental
  body.

            


    

    


    
      	
              5.3  

            	
              The
      Advisor shall ensure that the Confidential Information is kept
      confidential and the Borrower consents that the Advisor is entitled to
      disclose the Confidential Information
to:

            


    

    


    
      	
              5.3.1  

            	
              Advisor’s
      holding companies, each of its subsidiaries and each subsidiary, associate
      or representative office of each of the holding companies, and branch
      offices in any country or region (the “Permitted
  Party”);

            


    

    


    
      	
              5.3.2  

            	
              the
      professional consultants or service providers engaged by the Permitted
      Party, who owe the confidentiality obligation to the Permitted
      Party;

            


    

    


    
      	
              5.3.3  

            	
              Actual
      or potential participants or sub-participants, assignee or surrogates (or
      their agents or consultants), who are related to the rights and/or
      obligation of the Bank under any agreement between the Borrower and the
      Bank; and

            


    

     

    
      	
              5.3.4  

            	
              the
      credit rating agency, insurers and insurance brokers of the Permitted
      Party, or the other third party who, directly or indirectly, provides
      credit protection to the Permitted
Party.

            


    

    


    
      	
              5.4  

            	
              Notwithstanding
      the forgoing Article 5, both Parties are entitled to disclose the
      Confidential Information to its legal counsel, accountant or other
      professional agencies, and to their respective officer or senior
      employee.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
              5.5  

            	
              Article
      5 shall survive and remain effective after the expiration or termination
      of this Agreement.

            


    

    


    
      	
              6.  

            	
              FORCE
      MAJEURE

            


    

    


    
      	
              6.1  

            	
              Either
      Party’s (hereinafter “Affected Party”) delay or failure in performing any
      obligation under this agreement due to any Force Majeure shall not be
      deemed as breach of any article of the Agreement or to be held liable for
      any legal liability, and this Agreement shall be extended accordingly for
      the Affected Party to complete its obligation. For the purpose of this
      article, “Force Majeure” means unforeseeable and unavoidable causes beyond
      the reasonable control, including but not limited to, floods, earthquakes,
      storms, typhoons, landslides, epidemics or other natural disasters or
      tragedies, wars or war threats, terrorist attacks, civil commotion,
      invasion, riots, insurrection, any act or omission by the government of
      competent jurisdiction, any violation of the articles hereunder or default
      or insolvency by any third party, or non third party which is in the same
      group with the Affected Party, or by the employee or officers of the
      foresaid third party.

            


    

    


    
      	
              6.2  

            	
              The
      Affected Party claiming Force Majeure shall notify the other party of the
      nature, scope and possible duration of the Force Majeure event or
      circumstance, and make all necessary efforts to eliminate or reduce the
      adverse effects posed by such Force Majeure on the fulfilment of the
      obligation hereunder. Whether to extend the period of or terminate this
      Agreement shall be mutually agreed in writing by the Parties within 5
      business days after the receipt of the foregoing
  notice.

            


    

    


    
      	
              7.  

            	
              ENTIRE
      AGREEMENT

            


    

    


    
      	
              7.1  

            	
              This
      Agreement and every and each documentation referred hereto shall
      constitute the entire and all understanding and agreement between the
      Parties and supersede any other previous or existing written or
      arrangements, agreements, covenants, undertakings, declaration or
      memorandum with respect to the subject matter made by the
      Parties.

            


    

    


    
      	
              8.  

            	
              AMENDMENT

            


    

    


    
      	
              8.1  

            	
              Any
      amendment or modification to this Agreement shall be made in writing and
      be effective upon signing by each
Party.

            


    

    


    
      	
              9.  

            	
              NOTICE

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	
              9.1  

            	
              All
      necessary or authorization notices required by or in connection with this
      Agreement shall be prepared in writing in
  Chinese.

            


    

    


    
      	
              9.2  

            	
              All
      aforementioned notices shall be delivered to the address as specified in
      Article 9.4 hereof or mailed to the recipients as specified in Article 9.4
      hereof. Notices may be delivered by hand, mailed by certified or
      registered mail, by a recognized courier service or by
      facsimile.

            


    

    


    
      	
              9.3  

            	
              Notice
      shall be deemed as given: on the day when arrived at the recipient’s
      address if the notice is mailed by certified or registered mail or
      courier; on the date of the facsimile according the transmission success
      report if the notice is given by facsimile; if the fax is made after 5:30
      pm (local time of the recipient’s place) during normal business day or if
      on Saturday, Sunday or the public holiday (according to the jurisdiction
      of the recipient), the notice is deemed given at 9 am on the next business
      day.

            


    

    


    
      	
              9.4  

            	
              For
      the purpose of the Article 9 and subject to Article 9.5 herein, the
      address and other detail information for each Party shall be as
      follows:

            


    

    


    For
the Borrower:

    Address:
Canglongdao Science Park of Wuhan East Lake
Hi-Tech            

    Development
Zone, Wuhan, Hubei 430200, People’s Republic of China

    Tel. No.:
027-59700059

    Attention:
Mr. Xu Jie

    


    For
the Advisor:

    Address:
Level 7 No. 709, Tower C1, Oriental Plaza, No.1, East Chang An 

    Avenue,
Dong Cheng District Beijing, People’s Republic of China

    Tel. No.:
010-59133833

    Attention:
Yang Hui

    


    
      	
              9.5  

            	
              Any
      party hereto may from time to time change its address, fax number or
      recipient and notify the other Party of such
  change.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	
              10.  

            	
              ASSIGNMENT

            


    

    


    Neither
of the Parties hereto shall assign nor transfer any rights or obligation under
this Agreement to any third party without prior mutual written consent of the
both Parties.

    


    
      	
              11.  

            	
              GOVERNING
      LAW

            


    

    


    
      	
              11.1  

            	
              This
      Agreement shall be governed by and interpreted in accordance with the laws
      of the People’s Republic of China.

            


    

    


    
      	
              12.  

            	
              DISPUTE
      RESOLUTION

            


    

    


    
      	
              12.1  

            	
              Any
      and all dispute arising from the interpretation or enforcement of this
      Agreement shall first be settled through friendly
    negotiation.

            


    

    


    
      	
              12.2  

            	
              Either
      party hereby irrevocably consent to submit to the jurisdiction of the
      Court where the Advisor is located any dispute arising out of or in
      connection with this Agreement which can not be solved within sixty (60)
      days commencing from the date of the negotiation. For the foresaid
      purpose, both Parties are hereby irrevocably subject to the competent
      jurisdiction of the said courts.

            


    

    


    
      	
              12.3  

            	
              The
      Borrower hereby irrevocably and unconditionally waives any immunity to
      which the Borrower or its property is entitled, regardless whether such
      immunity is any indemnification or sovereign immunity or other similar
      kind that is applicable in the People’s Republic of China or the other
      countries or regions.

            


    

    


    
      	
              13.  

            	
              HEADINGS

            


    

    


    
      	
              13.1  

            	
              The
      headings in this Agreement are for convenience only and shall not
      constitute a part of this Agreement for the purpose of understanding or
      interpretation of any articles
hereof.

            


    

    


    
      	
              14.  

            	
              WAIVER

            


    

    


    
      	
              14.1  

            	
              Except
      otherwise expressly stipulated, failure or delay by either Party to
      enforce any of the rights under this Agreement shall not be taken as or
      deemed to be a waiver of such right; no partial exercise of any right
      hereunder shall be deemed to impair further exercise of such right
      thereafter. No waiver by either Party of any default with respect to any
      article or provision of this Agreement shall be deemed to be a continuing
      waiver in the future or a waiver of any right under the above article or
      provision or any other right under this
  Agreement.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    
      	
              15.  

            	
              SEVERABILITY

            


    

    


    
      	
              15.1  

            	
              If
      any article of this Agreement, for any reason, is determined by the
      applicable law or regulations to be invalid, illegal or unenforceable in
      any respect, such article shall not affect or impair the validity,
      legitimacy and enforceability of any other article of this Agreement in
      any manner, which shall remain in full force and effect. The parties shall
      use their best efforts to substitute such article with a valid, legitimate
      and enforceable one, the intent of which shall be as close as to the
      original article.

            


    

    


    
      	
              16.  

            	
              COUNTERPARTS

            


    

    


    
      	
              16.1  

            	
              This
      Agreement is executed in duplicate originals in Chinese, each held by both
      parties.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    IN WITNESS WHEREOF, the Parties hereto
have caused their duly authorized representatives to execute this Agreement as
of the day and year undersigned.

    


    Wuhan
Blower Co., Ltd.      (Corporate
Chop)

    Authorized
Representative Signature: /s/ Xu
Jie                
                                                                        

    Name: Mr.
Xu Jie

    Date of
Signature: November 11, 2009

    


    Standard
Chartered Corporate Advisory Co. (Beijing),
Ltd.    (Corporate Chop)

    Authorized
Representative Signature: /s/ Sun
Yonghong

    Name:
Sun Yonghong

    Date of
Signature: November 11, 2009

    


    
      
        
        

      

      
        11