Exhibit 10.9


 


Project Transfer Agreement


 


Transferor: Sanhe Luck Sky Power Engineering
Co., Ltd (hereinafter referred to as Party A)


 


Transferee: Zhenlin Science and Technology
Co., Ltd of Deyang City (hereinafter referred to as Party B)


 


In consideration of transfer of the “Huandao
electricity generation and energy conservation system of Xiangtian natural energy” by Party A to Party B as well as related
intellectual property right, both parties, through sufficient and friendly consultation, reach the following agreement:


 


I. Overview of the Project


 


1. “Huandao electricity generation
and energy conservation system of Xiangtian natural energy” is a high-tech project to which Sanhe Luck Sky Power Engineering
Co., Ltd has independent intellectual property right. Compliance with national industry support policy on efficient use of energy
and environmental friendliness, this project shares similarity with conventional PV projects, but differs from them intrinsically;
for it is a world leading high-tech project that relies on aerodynamics to generate electricity and conserve energy.


 


2. In view of Party A’s need for
public listing, Party A decides to transfer the “Huandao electricity generation and energy conservation system of Xiangtian
natural energy” (hereinafter referred to as the project) as a package, specifically, Party A quotes for the project and Party
B funds the project so as to take it over.


 


II. Both parties agree that:


 


		1.	Party A takes charge of design, technical and fabrication work (for details, refer to the Introduction
to the Project).



 


		2.	Priority to receive technical upgrade is also transferred to Party B after Party A transfers the
project to Party B. Party B is entitled to upgrade at the cost price.



 




    	 



    	 



    

 


		3.	The project transferred by Party A shall generate active social benefit and economic benefit for
Party B.



 


During production and
installation, if new units are required for project construction, Party A is responsible for bidding. Party B can join in the bidding
so long as it satisfies bidding conditions.


 


		4.	Party A has the right of supervision and inspection in the course of production and operation by
Party B. Where Party B fails to operate and produce as required Party A, Party A has the right to order Party B to stop production
and perform rectification. Party A is not held any liability thereby.



 


III. Both parties agree that:


 


		1.	The transfer of the project to Party B is an exclusive authorization. Party B shall promise not
to disclose core technologies of said project during future production; otherwise, Party B shall bear liabilities arising from
breach of the Agreement.



 


		2.	Party B decides to buy the electricity generation and energy conservation project from Party A;
where the concerted installation capacity is 3.5 MW and total investment is RMB 45,500,000 Yuan (a budget result,
specific price is subject to the final account in the technical scheme).



 


		3.	Payment: Within 3 days from the date of approval of the technical scheme, Party B shall pay 30%
of the investment. Before Party A enters the site, Party B shall pay 35% of the investment 3 days ahead of time. Where half
of the project is completed, Party B shall pay 32% of the investment. The remaining 3% is used as a quality guarantee and
it will be paid one year later.



 


		4.	Party B promises to pay the fee incurred from transfer in full, namely, forty five million five
hundred thousand Yuan.



 


		5.	Party B promises to independently take charge of procedures for approval of lands and related items
of the project as well as network integration; Party A offers assistance.



 




    	 



    	 



    

 


		6.	Party A shall deliver the project to Party B after completing installation and commissioning during
which Party B has the right to participate and know.



 


		7.	During production and operation, Party B shall receive party A’s supervision. Where Party
A proposes rectification opinion, Party B shall obey unconditionally; if not, any liability arising shall not be held by Party
A.



 


IV. Both parties specially agree that:


 


		1.	Party A promises to Party B that the core parts of the project adopt new technologies Party A independently
owns. Since there is not a unified standard both at home and abroad, the corporate standards of Party A prevail. Said corporate
standards (for details, refer to the Introduction to the Project) are transitional. Modification and improvement of said
standards by Party A shall not be limited by the description issued before.



 


		2.	Given that there is not a unified standard for the project to reference, Party B knows and understands
that the core equipment of the project do not obtain production certificate and license of production and sales. Party B shall
not claim any right from Party A for said reason.



 


		3.	The transfer of the project is not a sole authorization regionally. Party A is entitled to transfer
said project to a third party where Party B is located. Party B has no right to interfere.



 




    	 



    	 



    

 


		4.	Party B understands that it is one of the first beneficiaries from Party A’s technology industrialization
of the project and that the intellectual property right transferred is also sold at a preferential price; where Party B takes over
the project again, price of corresponding intellectual property right may not be quoted as low as the price mentioned above.



 


In addition, Party A’s adjustment
of technologies and devices of core parts so as to perfect the technologies and improve efficiency is not regarded breach of the
Agreement, and Party B shall understand and coordinate.


 


		5.	Party A promises that Party B will be selected as one of local suppliers based on the time of signing
of this Agreement if aerodynamics auto field is industrialized in future.



 


V. Both parties additionally agree that:


 


1. Party A is constructing a different
project in another region, which is being hurried up. During the construction period, Party B proposes a transfer of this project,
requiring the project to be delivered before Aug. 2014. In order to satisfy Party B’s requirement, Party A proactively rearranges
and schedules construction. It is stipulated in written form that the project will be delivered before Aug. 1, 2014. Party A has
ordered the engineering department to make every effort to hurry the construction. If the project cannot be fulfilled within the
time stipulated, Party B shall not claim any right from Party A.


 


2. For the “Huandao electricity generation
and energy conservation system of Xiangtian natural energy”, original scheme (network separation system) is changed to a
dual system scheme, that is, network integration and separation. Through negotiation with Party B, Party A adopts technical parameters
of Xiangtian to design the new scheme, reducing the energy of air conservation configured for air energy conservation. (for details,
refer to the Description of Technical Scheme)


 


3. Upon the signing of this Agreement,
Party A shall offer complete project materials within 15 days. In order to avoid repeated investment, Party A will recalculate
configuration of the compressed air conservation equipment required for capacity expansion of the project. Fee incurred will not
be covered in this Agreement.


 




    	 



    	 



    

 


VI. Both parities shall fully abide by
the Agreement from the date of signing. Either party failing to abide shall compensate the other party for all economic losses
incurred.


 


VII. The Agreement comes into effect once
it is signed by both parties.


 


Other matters not covered herein will be
negotiated by both parties otherwise.


 


The Introduction to the Project
and Description of Technical Scheme are attachments of the Agreement and they shall be deemed equally valid.


 


This agreement is made in two original
copies. Each party holds one.


 





	Party A: Sanhe City Luck Sky Power Engineering Co., Ltd	 	Party B: Zhenlin Science and Technology Co., Ltd of Deyang City
	 	 	 
	Legal representative (agent):	 	Legal representative (agent):
	 	 	 
	/s/Zhou Xiaoqing	 	/s/Li Zhenlin
	 	 	 
	Address: No. 6, Longda Road, Yanjiao Development Zone, Sanhe City	 	Address: Room 701, Unit 2, Wenmiao Square, Deyang City 
	 	 	 
	Tel: (86) 0316-5755518	 	Tel: 13158681391
	 	 	 
	Opening bank: Yanjiao sub-branch, Langfang, China Construction Bank	 	Opening bank: Deyang Bank
	 	 	 
	Account: 13001703648050510618	 	Account: 1005150000000239
	 	 	 
	Feb. 28, 2014	 	Feb. 28, 2014