Exhibit 10.2


 



 


Exclusive Option Agreement


 


PARTY A


Luck Sky (Shen Zhen) Aerodynamic Electricity
Limited


Luck Sky (Hong Kong) Aerodynamic Electricity
Limited


 


And 


 


PARTY B


Zhou Jian


&


Zhou Dengrong


 


And 


 


PARTY C


Sanhe City Lucksky Electrical Engineering
Co., Ltd.


 


July 25,2014


   


 






 




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Exclusive
Option Agreement


 


This Exclusive Option
Agreement (the “Agreement”) is executed on 2014 in the People’s Republic of China (the “PRC”,
not inclusive of Hong Kong Special Administrative Region (“HKSAR”), Macao Special Administrative Region, and
Taiwan Region for the purpose of this Agreement) among:


 


Party A: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited (“Xiangtian Shenzhen”), a validly existing wholly foreign owned enterprise established under the
laws of the PRC


Registered Address: No. 2206,
Jinlong Plaza, Caiwuwei, Hongbao Road, Luohu District, Shenzhen, China. Postal Code: 518000


Legal Representative: Zhou Jian


Tel: 0755-22954269


Fax: 0755-22954269


 


Luck Sky (Hong Kong) Aerodynamic Electricity
Limited., a validly existing wholly foreign owned enterprise established under the laws of the HKSAR





Registered Address: Room 12A-13, 41/F.,
Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong,





Legal Representative: Zhou Jian


Tel: 00852-25980200


Fax: 00852-25980200


 


Party B:


Zhou Jian, a citizen of the PRC,


ID No.: 42232319771028075x


Address: No. 467, Building 21, Huangjingling
Road, Lushuihu, Chibi City, Hubei Province.


Tel: 15997922222


Fax: 010-58412836


 


And


 




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Zhou Dengrong, a citizen of the PRC,


ID No.: 42232319510712071x


Address: No. 467, Building 433, Huangjingling
Road, Lushuihu, Chibi City, Hubei Province.


Tel: 13361411111


Fax: 010-58412836-8228


 


Party C: Sanhe City Lucksky Electrical
Engineering Co., Ltd., a validly existing limited liability company established under the laws of the PRC.


Registered Address: East to Yanjiao Development
Zone Power Plant of San He City, north to Zhongqing Cementing Compound Company, Postal Code: 065201


Legal Representative: Zhou Jian


Tel: 010-58412836


Fax: 010-58412836-8228


 


(Party A, Party B and
Party C collectively, referred to as “Parties” and individually, as “Any Party” or “Each
Party”.)


 


In respect of Party
A’s purchase of the equity interest of Party C held by Party B, the Parties hereto upon friendly negotiation agree as follows:


 


		1	Target Equity 



 


		1.1	Party B are the existing registered
                                         shareholders of Party C, and lawfully own all of the equity interests in Party C.



 


		1.2	The parties of Party B hereby
                                         jointly and severally agree to grant exclusively to Party A an irrevocable and unconditional
                                         option and Party A accepts such unconditional option (the “Option”),
                                         under which Party A shall, subject to the PRC law, be entitled to require Party B to
                                         transfer the equity interest they own in Party C (the “Target Equity”),
                                         in whole or in part, to Party A or its designated entity or individual in such methods
                                         as set forth herein in accordance with Party A’s requirements under the following
                                         circumstances:





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		1.1.1	Party A can legally own all
                                         or part of the Target Equity under the PRC Laws; or



 


		1.1.2	Other circumstances deemed
                                         as proper or necessary by Party A.



 


		1.2	All the Parties agree that
                                         Party A shall have the right to exercise its Option to purchase, in whole or in part,
                                         the Target Equity without any limit to the times of such exercise.



 


		1.3	All the Parties agree that
                                         Party A may designate any third party to acquire the Target Equity in whole or in part
                                         and Party B shall not object and shall transfer the Target Equity in whole or in part
                                         to such third party.



 


		1.4	Prior to the transfer of the
                                         Target Equity to Party A according to this Agreement, Party B shall not transfer the
                                         Target Equity without the Party A’s prior consent in written.



 


		1.5	Party C hereby agrees that
                                         Party B grant such Option to Party A according to this Article 1 and other provisions
                                         hereunder.



 


		2	Procedures 



 


		2.1	Subject to the terms and conditions
                                         hereof, to the extent permissible by PRC Laws, Party A shall determine the timing, method
                                         and times of its exercise of Option in its absolute and sole discretion.



 


		2.2	When signing this Agreement,
                                         Party B shall also execute the Equity Transfer Agreement in the format set forth
                                         in APPENDIX 1 attached hereto and the Agreement Letter according to APPENDIX 2
                                         attached hereto, and submits the said two documents to Party A for safekeeping.



 


		2.3	If Party A decides to acquire
                                         the Target Equity pursuant to Article 1.1 hereinabove, it shall send written notice to
                                         Party B which specifies the proportion of the Target Equity to be acquired and identifies
                                         the transferee. Party B and Party C shall furnish with all materials and documents necessary
                                         for the registration of said equity transfer within 7 days after the date of Party A’s
                                         notice.



 


		2.4	Except for the notice obligation
                                         provided in Article 2.2 of this Agreement, there shall be no other prerequisite, incidental
                                         conditions or procedures as to Party A’s option right to purchase the Target Equity.





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		3	Transfer Price



 


		3.1	The total transfer price for
                                         the Target Equity shall be the lowest price allowable under the PRC Laws at the time
                                         of said transfer. If the Target Equity is transferred in installments, the due transfer
                                         price for one installment shall be determined in the proportion of Target Equity under
                                         said transfer.



 


		3.2	All the taxes, fees and expenses
                                         arising from the transfer of the Target Equity shall be the sole responsibility of the
                                         Party incurred to in accordance with the PRC Laws.



 


		4	Appendices 



 


		4.1	In the event that at the time
                                         of the Target Equity transfer, there is a need to amend the ‘Equity Transfer Agreement”
                                         set forth in APPENDIX 1 attached hereto pursuant to then effective PRC Laws, the Parties
                                         shall make the said amendment in good faith in compliance with PRC Laws and regulations.



 


		4.2	The appendices are integral
                                         parts of this Agreement and have the same legal effects as the other parts of the Agreement.



 


		5	Confidentiality



 


The Parties agree to
take every possible measure to keep confidential of the relevant data and information (the “Confidential Information”)
confidential they have knowledge of or access to hereunder. Without prior written consent of the relevant Party, no Confidential
Information shall be disclosed, given or transferred to the third party. Once this Agreement terminates, the Parties shall return
the documents, materials and/or software carrying Confidential Information to the original owner or destroy them as required.
The Parties shall also remove the Confidential Information from any memory device and shall never use it again. The Parties shall
take necessary measures to ensure that the Confidential Information to be disclosed to the staff, agents and consultants so far
as is necessary for performing their duties and urge these personnel to comply with the obligations as to confidentiality under
this Agreement.




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The Confidential Information
herein refers to any relevant contracts, agreements, memorandum of understanding, appendices, drafts or notes (including this
Agreement) for the purpose of this Agreement, as well as any form of trade secrets, exclusive information and other data and information
that Any Party, their clients, customers, consultants, sub-licensee or affiliated enterprises have taken measures to keep confidential.
The Confidential Information includes but is not limited to oral or written materials, Any Party’s software, web catalogue,
business plans and conceptions, product development, invention, service design, creative design, graphics, texts, audio, video,
multi-media information, client data, market data, financial data, R&D information as well as intellectual or industrial property
in relation to this Agreement owned by Any Party, including those information deemed or taken confidential by Any Party, its clients,
customers, consultants, sub-licensee or affiliated enterprises.


 


The above-mentioned
restrictions do not apply in the following situations:


 


		(1)	When being disclosed, the data has
                                         already been available to general public;



 


		(2)	The data has been available to the
                                         general public other than by Either Party’s disclosure with fault;



 


		(3)	Any Party can prove that the data
                                         is available to it prior to the disclosure to such Party which is not obtained from other
                                         parties directly or indirectly;



 


		(4)	Any Party is exempted from confidentiality
                                         obligation from disclosure of the Confidential Information to governing administrative
                                         authorities, stock exchange institutions required and in accordance with compulsory laws
                                         of PRC, or disclosures directly to its legal counsels and financial advisers as required
                                         by law or demanded in normal business operation.



 


		6	Statements and Warranties



 


		6.1	For the purpose of this Agreement
                                         and for the benefit of Party B and Party C, Party A makes the following statements and
                                         warranties:



 


		6.1.1	Party A is a validly existing
                                         and independent legal person established in accordance with the laws of the PRC and has
                                         the ability to bear civil liabilities.





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		6.1.2	The person who signs this
                                         Agreement on behalf of Party A has irrevocable legal and complete authorization from
                                         Party A. Party A must not hold against Party A in terms of this Agreement in the excuse
                                         of unauthorized agency, agency in excess of authority or any other defects in authorization.
                                         The signing of this Agreement is not against any governing laws and binding contracts,
                                         and all consents and approvals have or shall be obtained from the third party or governmental
                                         authorities for the signing of this Agreement.



 


		6.2	For the purpose of this Agreement
                                         and for the benefit of Party A and Party C, Party B make the following statements and
                                         warranties:



 


		6.2.1	Party B are citizens of the PRC
                                         and have the ability to bear civil liabilities.



 


		6.2.2	Party B jointly and severally
                                         warrant that within the validity period of this Agreement, it will not sign identical
                                         or similar agreements with any third party.



 


		6.2.3	The persons who sign this Agreement
                                         on behalf of Party B have irrevocable legal and complete authorization from Party B.
                                         Party B must not hold against Party A in terms of this Agreement in the excuse of unauthorized
                                         agency, agency in excess of authority or any other defects in authorization.



 


		6.2.4	Party B shall not transfer, sell
                                         or pledge its shares of Party C without to prior written consent of Party A.



 


		6.3	For the purpose of this Agreement
                                         and for the benefit of Party A and Party B, Party C makes the following statements and
                                         warranties:



 


		6.3.1	Party C is a validly existing
                                         and independent legal person established in accordance with the laws of the P.R.C and
                                         has the ability to bear civil liabilities.



 


		6.3.2	Party C warrants that within
                                         the validity period of this Agreement, it will not sign identical or similar agreements
                                         with any third party.





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		6.3.3	The person who signs this Agreement
                                         on behalf of Party C has irrevocable legal and complete authorization from Party C. Party
                                         C must not hold against Party A in terms of this Agreement in the excuse of unauthorized
                                         agency, agency in excess of authority or any other defects in authorization.



 


If Any Party breaches the statements
and warranties set forth above and the breach leads to invalidity or weakening of the validity of this Agreement or incurs other
damage to the other Party, it shall pay compensation with full coverage of the loss to the damage-suffering Party.


 


		7	Liability for Breach of this
                                         Agreement



 


		7.1	Any Party which breaches this
                                         Agreement shall pay compensation to the performing Party on its incurred loss.



 


		7.2	Any Party’s waiver to
                                         claim on other Party’s breach of this Agreement is valid only in written form.
                                         No failure or delay of Any Party on exercising any right or claim on remedy provided
                                         hereunder shall constitute a waiver of such rights. Partial exercise of the rights to
                                         claim or remedy shall not prevent such Party from exercising other rights and remedy.



 


		8	Force Majeure



 


		8.1	Force majeure under this Agreement
                                         refers to war, fire, earthquake, flood, storm, blizzard and other natural disasters;
                                         or other events that are unpredictable, irresistible and unavoidable by Both Parties
                                         when this Agreement is signed.



 


		8.2	The affected Party shall not
                                         be held liable for any delay or failure in performing any or all of its obligations due
                                         to the event of Force Majeure. However, Both Parties shall proceed with their performance
                                         of obligations immediately after the cease of the event of Force Majeure or elimination
                                         of the effects. If effects of Force Majeure make the fulfillment of this Agreement impossible
                                         or unnecessary, Two Parties shall settle the problem through friendly consultation.



 


		8.3	If Force Majeure influences
                                         the performance of this Agreement, the affected Party shall notify the other Party of
                                         the occurrence of Force Majeure events by telegraph, fax or other electronic forms immediately
                                         and submit a written proof thereof within five (5) working days after its occurrence.





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		9	Notification and Delivery



 


		9.1	Any notice or message between
                                         Two Parties shall be sent in written form by fax, personal delivery (including Express
                                         Mail Service) or registered airmail to the addresses listed at the beginning of this
                                         Agreement.



 


		9.2	Unless otherwise specified
                                         herein, when notices or messages are submitted in person, the notices or messages shall
                                         be deemed received upon delivery. Notification by prepaid mail shall be deemed received
                                         by seven (7) days of delivery. When notices or messages are sent by cable or fax, the
                                         notices or messages shall be deemed received at the moment of sending. When by telegraph,
                                         the notices or messages shall be deemed received by twenty-four (24) hours of delivery.



 


		10	Dispute Settlement



 


		10.1	The conclusion, validity,
                                         interpretation, performance, amendment and termination of this Agreement as well as the
                                         settlement of disputes shall be governed by the laws of the PRC.



 


		10.2	The disputes in connection
                                         with the performance of this Agreement shall be settled by Both Parties through friendly
                                         consultation. In case no settlement is reached through such consultation, the disputes
                                         shall be submitted to China International Economic and Trade Arbitration Commission located
                                         in Beijing and settled in accordance with the Commission's arbitration rules in effect
                                         at the time of applying for arbitration. The arbitral award is final and binding upon
                                         both parties.



 


		11	Effectiveness of the Agreement
                                         and Miscellaneous



 


		11.1	Issues that are not covered
                                         by this Agreement can be decided through consultation for supplementation among authorized
                                         representatives of the Parties. Any amendment or supplements shall be made in written
                                         form.



 


		11.2	Unless otherwise specified,
                                         the “day” in this Agreement refers to the calendar day and the “working
                                         day” in this Agreement means the days of regular operation of the PRC’s commercial
                                         banks.





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		11.3	Article 5, Article 7 and Article
                                         10 remain effective irrespective of the termination or rescission of this Agreement.



 


		11.4	Party B not shall transfer
                                         its rights or obligations under this Agreement, partially or wholly, to the third party
                                         without the prior written consent of the other Party.



 


		11.5	Invalidity of any provision
                                         of this Agreement shall not influence the validity of other unrelated provisions hereunder.



 


		11.6	This Agreement shall be executed
                                         in five counterparts, one for Each Party, effective as of the date when signed.



 


		11.7	This Agreement is made in
                                         Chinese language. Chinese version shall prevail. Versions in other languages are for
                                         reference purpose only.



 


(No text below.)


 


[English Translation for Reference Only]


 




    	10



    	 



    

 


SIGNATURE PAGE


 


Party A: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited (Seal)


 


	Signature:	/s/
    Zhou Jian	 


Title: Legal
Representative


 


Luck Sky (Hong Kong) Aerodynamic Electricity
Limited (Seal)


 


	Signature:	/s/
    Zhou Jian	 


Title: Director


 


Party B: Zhou Jian


	Signature:	/s/
    Zhou Jian	 


 


Party B: Zhou Dengrong


 


	Signature:	/s/
    Zhou Deng Rong	 


 


Party C: Sanhe City Lucksky Electrical
Engineering Co., Ltd. (Seal)


 


	Signature:	/s/ Zhou Deng Rong	 


Title: General
Manager


 


[English Translation for Reference Only]


 




    	11



    	 



    

 


APPENDIX 1


 


Equity
Transfer Agreement


 


This Equity Transfer Agreement (“Agreement”)
is entered into in the PRC by:


 


Transferor: Zhou Dengrong


 


Transferee: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited


 


NOW, the Parties agree as follows concerning
the equity interest transfer:


 


		1.	The transferor agrees to transfer to
                                         the transferee 3 % of equity in Sanhe City Lucksky Electrical Engineering Co.,
                                         Ltd. held by the transferor, and the transferee agrees to accept said equity.



 


		2.	After the closing of equity transfer,
                                         the transferor shall not have any rights and obligations as a shareholder of Sanhe City
                                         Lucksky Electrical Engineering Co., Ltd. and the transferee shall have such rights and
                                         obligations as a shareholder of Sanhe City Lucksky Electrical Engineering Co., Ltd.



 


		3.	Any issues not covered by this Agreement
                                         may be determined by the Parties by way of signing supplementary agreements.



 


		4.	This Agreement shall be effective
                                         from the signing day.



 


		5.	This Agreement is executed in four
                                         copies, one of which shall be held by each Party. The rest copies are made for the purpose
                                         of registration of such transfer.



 


	Transferor:
    Zhou Dengrong	 	Transferee: Luck Sky (Shen Zhen) Aerodynamic Electricity
    Limited
	Signature: 	/s/ Zhou Deng Rong	 	Signature: 	/s/ Zhou Jian
	 	 	Title: Legal
    Representative
	Date: July 25, 2014	 	Date: July 25, 2014
	 	 	 	 	 


 


[English Translation for Reference Purpose
Only]


 




    	12



    	 



    

 


APPENDIX 1


 


Equity
Transfer Agreement


 


This Equity Transfer Agreement (“Agreement”)
is entered into in the PRC by:


 


Transferor: Zhou Jian


 


Transferee: Luck Sky (Shen Zhen) Aerodynamic
Electricity Limited


 


NOW, the Parties agree as follows concerning
the equity interest transfer:


 


		1.	The transferor agrees to transfer to
                                         the transferee 97 % of equity in Sanhe City Lucksky Electrical Engineering Co.,
                                         Ltd. held by the transferor, and the transferee agrees to accept said equity.



 


		2.	After the closing of equity transfer,
                                         the transferor shall not have any rights and obligations as a shareholder of Sanhe City
                                         Lucksky Electrical Engineering Co., Ltd. and the transferee shall have such rights and
                                         obligations as a shareholder of Sanhe City Lucksky Electrical Engineering Co., Ltd.



 


		3.	Any issues not covered by this Agreement
                                         may be determined by the Parties by way of signing supplementary agreements.



 


		4.	This Agreement shall be effective
                                         from the signing day.



 


		5.	This Agreement is executed in four
                                         copies, one of which shall be held by each Party. The rest copies are made for the purpose
                                         of registration of such transfer.



 


	Transferor:
    Zhou Jian	 	Transferee: Luck Sky (Shen Zhen) Aerodynamic Electricity
    Limited
	Signature: 	/s/ Zhou Jian	 	Signature: 	/s/ Zhou Jian
	 	 	Title: Legal Representative
	Date: July 25, 2014	 	Date: July 25, 2014
	 	 	 	 	 





[English Translation for Reference Purpose
Only]


 




    	13



    	 



    

 


APPENDIX 2


 


Agreement
Letter 


 


To: Luck Sky (Shen Zhen) Aerodynamic Electricity
Limited


 


I, Zhou Jian, as a
shareholder of Sanhe City Lucksky Electrical Engineering Co., Ltd., hereby agree and confirm as follows:


 


		1.	I agree that other shareholders of Sanhe
                                         City Lucksky Electrical Engineering Co., Ltd. (the “other shareholders”)
                                         may transfer equity of Sanhe City Lucksky Electrical Engineering Co., Ltd. held by them
                                         to Luck Sky (Shen Zhen) Aerodynamic Electricity Limited or the third party it designates.



 


		2.	I agree to waive my preemptive right
                                         when the other shareholders transfer the equity of Sanhe City Lucksky Electrical Engineering
                                         Co., Ltd. held by them to Luck Sky (Shen Zhen) Aerodynamic Electricity Limited or the
                                         third party it designates.



 


		3.	I agree to sign or provide necessary
                                         documents for the purpose of registering said transfer when the other shareholders transfer
                                         their equity of Sanhe City Lucksky Electrical Engineering Co., Ltd. to Luck Sky (Shen
                                         Zhen) Aerodynamic Electricity Limited or the third party it designates.



 


This Agreement Letter
shall be effective from the signing date.


 


Signature: /s/ Zhou Jian       


Date: July 25, 2014


 


[English Translation for Reference Purpose
Only]


 




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Agreement
Letter 


 


To: Luck Sky (Shen Zhen) Aerodynamic Electricity
Limited


 


I, Zhou Dengrong, as
a shareholder of Sanhe City Lucksky Electrical Engineering Co., Ltd., hereby agree and confirm as follows:


 


		4.	I agree that other shareholders of Sanhe
                                         City Lucksky Electrical Engineering Co., Ltd. (the “other shareholders”)
                                         may transfer equity of Sanhe City Lucksky Electrical Engineering Co., Ltd. held by them
                                         to Luck Sky (Shen Zhen) Aerodynamic Electricity Limited or the third party it designates.



 


		5.	I agree to waive my preemptive right
                                         when the other shareholders transfer the equity of Sanhe City Lucksky Electrical Engineering
                                         Co., Ltd. held by them to Luck Sky (Shen Zhen) Aerodynamic Electricity Limited or the
                                         third party it designates.



 


		6.	I agree to sign or provide necessary
                                         documents for the purpose of registering said transfer when the other shareholders transfer
                                         their equity of Sanhe City Lucksky Electrical Engineering Co., Ltd. to Luck Sky (Shen
                                         Zhen) Aerodynamic Electricity Limited or the third party it designates.



 


This Agreement Letter
shall be effective from the signing date.


 


Signature: /s/ Zhou Dengrong


Date: July 25, 2014


 


[English Translation for Reference Purpose
Only]


 




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