Exhibit 10.3





 



 





AGREEMENT ON


EXCLUSIVE MANAGEMENT, CONSULTING AND
TRAINING AND TECHNICAL SERVICE


 


PARTY A


Luck Sky (Shen Zhen) Aerodynamic Electricity
Limited


 


And


 


PARTY B


Sanhe City Lucksky Electrical Engineering
Co., Ltd.


 


July 25, 2014


  


 








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Agreement on Exclusive Management, Consulting
and Training and Technical Service


 


This Agreement on
Exclusive Management, Consulting and Training and Technical Service (“this Agreement”) was signed by the following
parties on July 25, 2014 in the People’s Republic of China (the “PRC”, not inclusive of Hong Kong
Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement).


 


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


 


Party B: 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 and Party
B, collectively, referred to as “Both Parties” or “Two Parties” and individually, as “Either
Party”)


 




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Whereas:


 


1. Party A is a wholly foreign
owned enterprise incorporated in accordance with the laws of the PRC and has management, consulting and training experience, and
the strengths in the techniques in natural energy power generation system and other related fields.


 


2.
Party B is a limited liability company incorporated in the PRC, mainly conducting the business
of natural energy power generation system.


 


3. Party B needs consulting,
training and management, and technical support services from a specialized provider.


 


4. Party B intends to engage
Party A to provide the services of consulting, training and management, and technical support. Party A agrees to provide such
services to Party B.


 


NOW, THEREFORE, through consultation,
the parties hereby agree as follows:


 


		Article 1.	Service



 


		1.1	Both Parties agree that Party
                                         B designate Party A to provide consulting, training and management and technical services
                                         (the “Services”) as set forth below:



 


		1.1.1	to provide certain training
                                         service to Party B for the purposes of improving Party B’s technique abilities
                                         in natural energy power generation system business , and to enhance Party A’s competitiveness;



 


		1.1.2	to put forward improvement
                                         suggestions after evaluating, analyzing and assessing Party B’s business operation,
                                         staffs and management system, process and the operating effects thereof;



 


		1.1.3	to provide management training
                                         to Party B’s employees based on results of the evaluation mentioned above;



 


		1.1.4	to provide consultancy, technical
                                         support and assistance to Party B regarding natural energy power generation system business
                                         and company’s management pursuant to Party B’s consignment;



 




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		1.1.5	to dispatch managerial personnel
                                         with abundant experiences in natural energy power generation system business pursuant
                                         to Party B’s consignment;



 


		1.1.6	to introduce clients to Party
                                         B in accordance with Party B’s business requirements;



 


		1.1.7	to render related technical
                                         support, technical training and technical consultation (the “Technical Service”)
                                         in respect of natural energy power generation systems to Party B; and



 


		1.1.8	to provide other management,
                                         consulting and training services under this Agreement.



 


		1.2	Both Parties agree that Party
                                         A provides Services by the following means:



 


		1.2.1	Party B introduces the specific
                                         information such as the business operation, staffs and management system to Party A and
                                         provides the relevant written materials. Party A drafts a report based on the information
                                         provided by Party B and makes a management and training plan specifying the management
                                         and training details as the selection and number of the training staff, the duration
                                         and content of training, etc. And Party A shall give the training in accordance with
                                         the timetable agreed by Both Parties.



 


		1.2.2	Upon the demands of Party
                                         B, Party A shall provide the relevant training and consulting services with respect to
                                         natural energy power generation system business, corporate governance, client management
                                         and marketing, and submit the reports to Party B accordingly involving the methods to
                                         resolve the problems identified in the course thereof;



 


		1.2.3	Upon requirement, at the
                                         time decided by Party B, Party A shall appoint professionals to make on-site researches,
                                         join seminars and provide on-the-spot consulting services, when necessary, Party A shall
                                         also provide on-the-spot trainings to Party B’s relevant management staffs, and
                                         provide training materials.



 


		1.2.4	When necessary, Party B may
                                         engage Party A’s professionals directly to take Party B’s management positions



 




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		1.2.5	Notwithstanding the description
                                         above, Two Parties may negotiate and decide other service contents and means thereof
                                         as the case may be.



 


		1.3	Party B warrants that it will
                                         not accept a third party’s (excluding that designated by Party A) Service without
                                         Party A’s prior written consent.



 


		Article 2.	Term



 


		2.1	The term of service stated in
                                         this Agreement is  10  years, starting from the date when this Agreement takes
                                         effects.



 


		2.2	Party B warrants that, as of
                                         the date when this Agreement takes effects, the service term under this Agreement shall
                                         not be shortened or terminated in advance for any reason, unless the Two Parties have
                                         entered into the agreement or agreed otherwise.



 


		2.3	Both Parties agree that Party
                                         A has the option to extend the service term under this Agreement. Before expiration of
                                         this Agreement, Party A is entitled to extend the service term to a proper period by
                                         issuing a written notice to Party B. There is no limitation to the number of options
                                         that may be exercised by Party A.



 


		Article 3.	Charges



 


		3.1	The charge for the Services
                                         provided by Party A pursuant to this Agreement is one hundred percent (100%) of Party
                                         B’s net income (the “Service Fee”) determined in accordance
                                         with generally accepted accounting principals.



 


		3.2	Both Parties agree that the
                                         Service Fee shall be paid quarterly, within 30 days of the end of each calendar quarter
                                         with respect to such calendar quarter.



 


		Article 4.	Obligations
                                         of Party A



 


		4.1	Party A shall use its best efforts
                                         to dispatch excellent professionals to Party B, to set up top-ranking consulting, training
                                         and management team and to perform the Services under this Agreement.



 




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		4.2	Party A shall prepare consulting
                                         and training plans, make field studies, provide consultancy according to the plans, complete
                                         the work on a mutually-agreed schedule and submit the relevant documents (written and
                                         electronic copies) to Party B.



 


		4.3	Party A shall keep close contact
                                         with Party B by informing Party B promptly of the progress of the project, the preliminary
                                         plans and periodic results as well.



 


		4.4	Party A shall treat as secret
                                         and confidential all the information provided by Party B or in connection with Party
                                         B’s business.



 


		Article 5.	Obligations
                                         of Party B



 


		5.1	As required by Party A, Party
                                         B shall provide Party A with relevant information and documents and appoint competent
                                         personnel to coordinate with Party A and to assist it in carrying out the said field
                                         study and data collection.



 


		5.2	If required, Party B shall provide
                                         necessary work facilities and convenience to the professionals dispatched by Party A.
                                         And the expenses incurred by Party A in terms of providing training service shall be
                                         borne by Party B.



 


		5.3	Party B shall pay Party A the
                                         Service Fees as provided hereunder.



 


		5.4	Party B shall provide the necessary
                                         assistance pursuant to Party A’s specific requests.



 


		5.5	Party B shall take charge of obtaining
                                         the approval from any third party or governing administrative authorities with respect
                                         to this Agreement and going through all the registration processes, if any. The costs
                                         and fees thereof shall be paid by Party B.



 


		Article 6.	Statements
                                         and Warranties



 


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



 


		6.2.1	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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		6.2.2	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, Party B makes the following statements and warranties:



 


		6.2.1	Party B 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.



 


		6.2.2	Party B warrants that within
                                         the validity period of this Agreement, it will not sign identical or similar agreements
                                         with any third party beside Party A or accept partially or wholly the services listed
                                         in Article 1 of this Agreement from any third party beside Party A.



 


		6.2.3	The person who signs this
                                         Agreement on behalf of Party B has irrevocable legal and complete authorization from
                                         Party B. Party B must not deny this Agreement in the excuse of unauthorized agency, agency
                                         in excess of authority or any other defects in authorization.



 


		6.3	If Either Party breaches the
                                         statements and warrants 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.



 


		Article 7.	Intellectual
                                         Property Rights and Confidentiality



 


		7.1	Except anything to the contrary
                                         in this Agreement or in other agreements executed by the Two Parties, Party A enjoys
                                         sole and exclusive rights and interests over any rights, ownership, interests and all
                                         intellectual property rights including but not limited to copyright, patents, technical
                                         secrets, trade secrets obtained in performing this Agreement.



 




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		7.2	Party A owns the intellectual
                                         property rights formed during the process of providing consulting, training and management
                                         services.



 


		7.3	Both Parties agree to keep
                                         confidential the materials and information (“Confidential Information”)
                                         they have knowledge of or access to hereunder. Without the prior written consent of the
                                         other Party, no Confidential Information shall be disclosed, given or transferred to
                                         any other third party. Once this Agreement terminates, Both Parties shall return the
                                         documents, materials and/or software carrying Confidential Information to the original
                                         owner or destroy them as required. Both Parties shall also remove the Confidential Information
                                         from any memory device and shall never use it again. Both 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 solely, and urge these
                                         personnel to comply with the obligations as to confidentiality under this Agreement.



 


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 (including this Agreement) as well as any form of trade secrets, exclusive information
and other data and information that Party A, Party B, 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,
either 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 Either Party, including those information
deemed or taken confidential by Any Party,, its clients, customers, consultants, sub-licensee or affiliated enterprises.


 




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


 


		7.3.1	When being disclosed, the
                                         data has already been available to general public;



 


		7.3.2	The data has been available
                                         to the general public otherwise than by Either Party’s disclosure with fault;



 


		7.3.3	Either Party can prove that
                                         the data is available to them prior to the hereunder provided disclosure to them which
                                         is not obtained from other parties directly or indirectly;



 


		7.3.4	Either 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.



 


		Article 8.	Liability
                                         for Breach of this Agreement



 


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



 


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



 


		Article 9.	Termination
                                         of the Agreement



 


		9.1	If
                                         Party B fails to fulfill its obligations under this Agreement, and such failure remains
                                         by the end of the 30-day-long grace period to be offered by Party A, Party A shall be
                                         entitled to inform Party B to rescind the Agreement. The rescission takes effect as of
                                         the date when the notice of rescission is issued.



 




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		9.2	During the term of this Agreement,
                                         if Party B applies for bankruptcy in any form, or enters into liquidation process, or
                                         its license is revoked by government authority, or ceases to be a legal person or other
                                         legal entity, Party A is entitled to rescind this Agreement. The rescission takes effect
                                         as of the date when the notice of rescission is issued.



 


		9.3	Party B waives its right of
                                         rescind or terminate this Agreement before the expiration upon the effectiveness of this
                                         Agreement, unless otherwise stipulated by law or agreed by the Parties.



 


		9.4	The amendment or rescission
                                         of this Agreement does not jeopardize the Parties’ right of claims for damages.
                                         The damage to Either Party resulting from amendment or rescission of this Agreement shall
                                         be compensated by the responsible Party, unless the liabilities are exempt by law. If
                                         this Agreement is terminated due to reasons incurred by Party B, Party A is entitled
                                         to claim for all the damages caused by the rescission and the charges due for the services
                                         it has provided pursuant to this Agreement.



 


		Article 10.	Force
                                         Majeure



 


		10.1	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.



 


		10.2	The affected Party shall not
                                         be 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 removal 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.



 




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		10.3	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.



 


		Article 11.	Notification
                                         and Delivery



 


		11.1	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.



 


		11.2	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.



 


		Article 12.	Dispute
                                         Settlement



 


		12.1	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.



 


		12.2	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.



 




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		Article 13.	Effectiveness
                                         of the Agreement and Miscellaneous



 


		13.1	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.



 


		13.2	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.



 


		13.3	Article 7, Article 8 and Article
                                         12 remain effective irrespective of the termination or rescission of this Agreement.



 


		13.4	Neither party 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.



 


		13.5	Invalidity of any provision
                                         of this Agreement shall not influence the validity of other unrelated provisions hereof.



 


		13.6	This Agreement shall be executed
                                         in two counterparts, one for each party effective as of the date when signed.



 


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



 


[English Translation for Reference
Only]


 




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SIGNATURE PAGE


 


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


 


	Signature:	/s/ Zhou Jian	 
	Title:  Legal Representative	 


 


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


 


	Signature:	/s/ Zhou Deng Rong	 
	Title:  Zhou Deng Rong	 


 


[English Translation for Reference
Only]


 




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