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Entrusted Management Service Agreement 

 

 

by and among 

 

 

Shenzhen Jifu Communication Technology Co., Ltd. 

 

Shenzhen CCPower Investment Consulting Co., Ltd. 

 

and 

 

Shareholders of Shenzhen Jifu Communication Technology Co.,
Ltd. 

 

 

 

 

[May 7, 2013] 





	Entrusted
      Management Service Agreement 


Entrusted Management Service Agreement 

This Entrusted Management Service Agreement (“this
Agreement”) is entered into on May 7, 2013 among the following Parties: 

	(1) 	
      Shenzhen Jifu Communication Technology Co., Ltd.
      (hereinafter called “Party A”) is a limited liability company, duly
      incorporated in Shenzhen, the People’s Republic of China (“PRC”)
      whose legal address is: West Side, 4 Floor, 8 Building, Maqueling
      Industrial Zone, Nanshan District, Shenzhen, China.

	(2) 	
      Shenzhen CCPower Investment Consulting Co., Ltd.
      (hereinafter referred to as “Party B”), a wholly foreign owned
      enterprise (“WFOE”) incorporated in Shenzhen, PRC, whose legal
      address is: Room 705,Cyber Times Tower B, Tairan Road, Futian district,
      Shenzhen, China

	(3) 	
      Shareholders of Shenzhen Jifu Communication Technology
      Co., Ltd. (hereinafter called “Shareholder”), as
  follows:





	Name of the Shareholder 
	Shareholding 
Ratio
      (%) 	ID Card No. 

	Sumin Su 	55 	360104196204090424 
	Di Wu 	45 	440301198703170913 



(Party A, Party B and the Shareholder are referred to
collectively in this Agreement as the “Parties” or “the Parties”,
and individually as “a Party” or “each Party”.) 

WHEREAS: 

	(1) 	
      Shareholder holds 100% of equity interests of Party
    A;

	(2) 	
      Party A’s business is as follows: [Development and sales
      of optical transmitter and receiver, Electronic Surveillance equipment,
      and communications equipments. Purchase and sales of electronic products,
      network products, communication equipments and other domestic commerce.
      Material supply and marketing industry (excluding franchise, exclusive
      control, monopolized goods and restrictions on projects). Software
      research and development];

	(3) 	
      Party B’s business is project investment consultancy,
      enterprise management consultancy, economic information consultancy;
      computer software and hardware technical development; goods and technology
      import and export business (excluding distribution of imported
    goods);

	(4) 	
      Party A and Party B are both willing to enter into a
      long-term business cooperation relationship on an exclusive basis, whereby
      Party B is willing to provide Party A with exclusive technical,
      consulting, and other services in a comprehensive way all in relation to
      Party A’s all the business during the term of this Agreement by utilizing
      Party B’s own advantages in human resources, technology and information,
      and Party A is willing to accept such consulting and services provided by
      Party B and or Party B's designee(s), on the terms set forth
  herein.



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NOW THEREFORE, the Parties hereby agree through friendly
negotiation as follows: 

Article 1 Definition 

	1.1 	
      “Entrusted Management Service Fee” or
      “Consideration” refers to the consideration as defined in
      Article 3.1 and paid to Party B by Party A.

	1.2 	
      “Party A’s Staff” refers to the senior management
      staff of Party A and the management and technical staff of Party A’s
      branches;

	1.3 	
      “PRC” refers to the People’s Republic of China,
      for the purpose of this Agreement, excluding the Hong Kong Special
      Administrative Region, Macao Special Administrative Region and Taiwan
      Province;

	1.4 	
      “PRC Laws” refers to all PRC laws, administrative
      regulations and government rules in effect;

	1.5 	
      “RMB” refers to the legal currency within the
      PRC.



Article 2 Contents of Entrusted Management Services 

	2.1 	
      Finance Management Service

		2.1.1 	
      Target: achieve the scientific management of Party A’s
      finance system.

		2.1.2 	
      Contents of the Services



	 	(a) 	
      Provide the consulting services on financial analysis and
      economic profit analysis;

	 	(b) 	
      Improve the budget management and provide business
      guidance;

	 	(c) 	
      Facilitate the finance operation, coordinate the
      structure of credit and loans, accelerate revenue growth, and effectively
      control the finance risks;

	 	(d) 	
      Arrange the internal and outside audit
services;

	 	(e) 	
      Pursuant to the requirement of the relevant
      class-evaluation system, provide an efficient management plan and
      consultancy services on finance management; and

	 	(f) 	
      Provide cost management consultancy
  services.



	2.2 	
      Business Management Services

		2.2.1 	
      Target: provide management and staff training services to
      Party A so as to enhance the professional management and eventually
      promote the achievement of Party A’s research, operations and
  sales.

		2.2.2 	
      Contents of Services: training of Party A’s
  staff



	 	(1) 	
      The training shall be conducted once every quarter within
      the entrusted term, and Party B shall notify Party A of the timetable,
      contents of training sessions and lectures on of training fifteen (15)
      days prior to the training. In the event that Party A’s staff can not take
      part in the training and Party A can not designate another employee to
      attend the training, Party A shall deliver a written notice five (5) days
      prior to such training to Party B for such absence, otherwise it shall be
      treated as Party A’s staff having attended training class and Party A
      shall pay the relevant training fees. Both Party A and Party B shall be
      entitled to adjust the frequency of the training according
  to the business operation of Party A.



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	 	(b) 	
      Contents of Training:

	 		
      -
	
      management skills training;

	 		
      -
	
      technology training;

	 		
      -
	
      sales strategies training; and

	 		
      -
	
      promotion training.





	2.3 	
      Advertising and Promotion Services

		2.3.1 	
      Target: to improve the economic benefits of Party A,
      ensure the healthy development of Party A, improve and promote the
      reputation and popularity of Party A, establish the enterprise image of
      Party A, and contribute to the public welfare for and on behalf of Party
      A.

		2.3.2 	
      Contents of Service:



(a)       Products planning
(b)       Price planning
(c)        Sales planning
(d)       Advertising planning
(e)       Marketing planning
(f)       Promotion planning
(g)       Public relation planning
(h)       Brand planning
(i)       Corporate image planning 

	2.4 	
      Human Resources Management Services

		2.4.1 	
      Target: to achieve the proper allocation of Party A’s
      human resources, maintain the stability of Party A’s management team, and
      stimulate the employees to work to increase Party A’s economic
      achievement.

		2.4.2 	
      Contents of Service



	 	(a) 	
      Recommend and nominate the candidates of senior
      management staff of Party A and Party A’s affiliates, and Party A shall
      only appoint such candidates nominated by Party B to the relevant
      positions in accordance with the requirements of such position;

	 	(b) 	
      Perfect the organizational structure to improve the
      efficiency of the management;

	 	(c) 	
      Establish an appropriate labor management system for
      Party A, including, but without limitation, employment policies, training,
      policies of leaves and vacations, overtime, resignation, demotion,
      etc.;

	 	(d) 	
      Improve the employees’ salary system including that for
      its senior management staff;

	 	(e) 	
      Improve and perfect the working effectiveness assessment
      system of the employees and the salary incentive system;

	 	(f) 	
      Provide training on labor management to the human
      resources department of Party A;

	 	(g) 	
      Provide consultancy services to Party A in relation to
      the labor and employment policies and social insurance policies;
  and

	 	(h) 	
      Assist Party A in standardizing the management of human
      resources and establishment of related
systems.




	2.5 	
      Internal Control Services

		
      Party B shall assist Party A to establish an internal
      control system and provide the proper suggestions on the following
      systems: 
(1)        Rules for stamp
      usage



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	 	(2) 	
      Rules for receipts and checks

	 	(3) 	
      Rules for budget management

	 	(4) 	
      Rules of confidentiality

	 	(5) 	
      Quality management system

	 	(6) 	
      Authorization and agency system

	 	(7) 	
      Management system of the subsidiaries of Party
  A



Article 3 Entrusted Management Service Fee 

	3.1 	
      Both Parties agree that, with respect to the services
      provided by Party B to Party A under this Agreement, Party A shall pay a
      service fee on a quarterly basis to Party B in the equivalent amount of a
      certain percentage (the "Entrusted Management Service Fee") of
      Party A’s total amount of operational income of such quarter. Both Parties
      will confirm in writing the specific consideration in a separate written
      instrument based on further consultations following the execution of this
      Agreement.

	3.2 	
      Party A shall pay such service fee to Party B within
      fifteen (15) days upon completion of each quarter.

	3.3 	
      Party B shall be entitled to request Party A in writing
      to adjust the consideration in accordance with the quantity and quality of
      the entrusted services. The Parties shall positively negotiate with each
      other in respect of the Entrusted Management Service Fee, and Party A
      shall agree with such adjustment.



Article 4 Warranties and Undertakings by Party A 

	4.1 	
      Within the term of this Agreement, Party B shall be an
      exclusive service provider entrusted by Party A to provide the services as
      set forth in Article 2 hereunder, and Party A shall not consign any
      other entities to provide Party A (including its branches and
      subsidiaries) with any services identical to or similar with those
      services provided in Article 2 hereunder.

	4.2 	
      Without the prior written consent from Party B, Party A
      shall not change its (including its branches and subsidiaries) business
      policies.

	4.3 	
      Without the prior written consent from Party B, Party A
      shall not change its (including its branches and subsidiaries) rules and
      policies regarding the business operation, human resource management and
      finance.

	4.4 	
      Without the prior written consent by Party B, Party A
      shall not change its internal control system.

	4.5 	
      Without the prior written consent by Party B, Party A
      shall not change its internal organizations.

	4.6 	
      Without the prior written consent by Party B, Party A
      (including its branches and subsidiaries) shall not replace any senior
      management staff by itself.

	4.7 	
      Party A shall promptly (no later than three (3) days
      after receiving Party’s written notice) provide Party B with its
      information regarding the business operations, management and finance
      (including its branches and subsidiaries), upon written notice issued by
      Party B.

	4.8 	
      Party A shall promptly and proactively notify Party B of
  any matters that adversely affect Party A’s operation.








	4.9 	
      Party A shall give full cooperation to Party B, and
      provide assistance and convenience to Party B for its on-site services,
      and shall not hinder Party B in providing services as set forth in
      Article 2 herein.

	4.10 	
      Party A shall promptly make full payment of the Entrusted
      Management Services Fee, if any, to Party B in accordance with the
      provisions hereunder.

	4.11 	
      Without the prior written consent from Party B, Party A
      shall not take any action that would materially affect Party B’s rights
      and interests hereunder.



Article 5 Warrants and Undertakings by Party B 

	5.1 	
      Party B shall take advantage of its capacity and
      resources to provide the services as stipulated in Article 2
      hereunder.

	5.2 	
      Party B shall timely adjust and update the services in
      accordance with the actual conditions and operations of Party A.

	5.3 	
      In the event that Party B intends to provide services to
      any other entities engaged in similar business as Party A, it shall give
      prior notice to Party A and keep confidential the confidential information
      obtained during the course of providing services to Party A.

	5.4 	
      Party B shall consider any reasonable suggestions from
      Party A during the course of providing services to Party
  A.



Article 6 Guaranty for this Agreement 

To secure the performance of the obligations assumed by Party A
hereunder, Shareholder agrees to pledge all her equity interests in Party A to
Party B, and the Parties agree to execute the Equity Pledge Agreement with
respect thereto. 

Article 7 Taxes and Expenses 

The Parties shall pay, in accordance with relevant PRC laws and
regulations, their respective taxes and fees arising from the execution and
performance of this Agreement. 

Article 8 Assignment of the Agreement 

	8.1 	
      Party A shall not transfer part or all its rights and
      obligations under this Agreement to any third party without the prior
      written consent of Party B.

	8.2 	
      The Parties agree that Party B shall be entitled to
      transfer, in its sole discretion, any or all of its rights and obligations
      under this Agreement to any third party upon a five (5) day written notice
      to Party A.



Article 9 Liability of Breach 

	9.1 	
      If Party A fails to duly pay the Entrusted Management
      Services Fee in accordance with the provisions of Article 3
      hereunder, then Party A shall pay the liquidated damage per day equal
      to 0.03% of the unpaid Consideration which falls due; if any delay of
      payment amounts to ten (10) days, then Party B shall be entitled to
      exercise the right of pledge under the Equity Pledge Agreement.

	9.2 	
      If Party A violates its representations and warranties
      hereunder and fails to redress such violation within ten (10) days upon receipt of
      written notice from Party B, Party B shall be entitled to exercise the
  right of pledge under the Equity Pledge Agreement.



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	9.3 	
      If Party B does not fully perform its obligations under
      this Agreement, or is otherwise in default of any of its representations
      and warranties hereunder, Party A shall be entitled to request Party B to
      redress its default.



Article 10 Effectiveness, Modification and Cancellation


	10.1 	
      This Agreement shall take effect on the day of execution
      hereof, and the valid term hereof shall expire upon the day of completion
      of the acquisition of the assets or the equity of Party A by Party B or
      its designated third party.

	10.2 	
      The modification of this Agreement shall not be effective
      unless a written agreement is signed by the Parties.

	10.3 	
      This Agreement shall not be terminated or canceled
      without written agreement of the Parties through the negotiation, provided
      that Party B may, by giving a ten (10)-day prior notice to the other
      Parties hereto, terminate this Agreement.



Article 11 Confidentiality and Intellectual Property
Rights 

	11.1 	
      The negotiation, execution and articles of this Agreement
      and any information, documents, data and all other materials (herein
      “Confidential Information”) arising out of the implementation of
      this Agreement, shall be kept in strict confidential by the Parties.
      Without the written approval by the other Parties, none of the Parties
      shall disclose any Confidential Information to any third party, but the
      following shall not be considered to be “Confidential
  Information”:

		(1) 	
      The materials that are known by the general public (but
      not including the materials disclosed by a Party receiving the materials
      in breach of this Agreement);

		(2) 	
      The materials required to be disclosed subject to the
      applicable laws or the rules or provisions of any stock
  exchange.



		
      The materials disclosed by each Party to its legal or
      financial consultants relating to the transactions under this Agreement,
      provided the legal or financial consultants shall comply with the
      confidentiality provisions set forth in this Section. The disclosure of
      the Confidential Information by staff or employed institution of any Party
      shall be deemed as the disclosure of Confidential Information by such
      Party, and such Party shall bear the liabilities for breaching the
      contract.

	11.2 	
      If this Agreement is terminated or becomes invalid or
      unenforceable, the validity and enforceability of Article 11 shall
      not be affected or impaired.

	11.3 	
      Party B shall have exclusive and proprietary rights and
      interests in all rights, ownership, interests and intellectual properties
      arising out of or created during the performance of this Agreement,
      whether developed solely by Party B or jointly by Party A and Party B, or
      developed by Party B based on any intellectual property owned by Party A,
      or developed by Party A based on any intellectual property owned by Party
      B, including but not limited to copyrights, patents,
  patent applications, software, technical secrets, trade secrets
      and others (“Intellectual Property”). To the maximum extent permitted by
      law, in the event of any such Intellectual Property cannot be fully vested
      in Party B, Party A agrees upon request to transfer the same to Party B
      for free, or if this is not possible, hereby grants a sole and exclusive
      (i.e., Party A and any other third parties are all excluded for use),
      worldwide, royalty free license to Party B to the subject Intellectual
      Property. Party A shall not, except with the written authorization of
      Party B, use, or permit any third party to use, any Intellectual Property
of Party B.



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	11.4 	
      The Parties agree that this Article 11 shall
      survive changes to, and rescission or termination of, this
    Agreement.



Article 12 Force Majeure 

	12.1 	
      “Force Majeure” refers that any event that could
      not be foreseen, and could not be avoided and overcome, which includes
      among other things, but without limitation, acts of nature (such as
      earthquake, flood or fire), government acts, strikes or riots.

	12.2 	
      If an event of Force Majeure occurs, any Party who is
      prevented from performing its obligations under this Agreement by an event
      of Force Majeure shall notify the other Party without delay and within
      fifteen (15) days of the event provide detailed information about and
      documents evidencing the event and take appropriate means to minimize or
      remove the negative effects of Force Majeure on the other Parties, and
      shall not assume the liabilities for breaching this Agreement. The other
      Parties may suspend their performance during the period of the event of
      Force Majeure. The Parties shall perform this Agreement after the event of
      Force Majeure disappears.



Article 13 Governing Law and Dispute Resolution 

	13.1 	
      The effectiveness, interpretation, implementation and
      dispute-resolution related to this Agreement shall be governed under PRC
      Laws.

	13.2 	
      Any dispute arising out of this Agreement shall be
      resolved by the Parties through friendly negotiation. If the Parties could
      not reach an agreement within thirty (30) days since the dispute is
      brought forward, each Party may submit the dispute to China International
      Economic and Trade Arbitration Commission in Beijing for arbitration under
      its applicable rules. The language of arbitration proceedings shall be
      English. The arbitration award should be final and binding upon the
      Parties.

	13.3 	
      During the process of dispute-resolution, the Parties
      shall continue to perform other terms under this Agreement, except for
      provision in dispute.



Article 14 Miscellaneous 

	14.1 	
      The Parties acknowledge that this Agreement constitutes
      the entire agreement of the Parties with respect to the subject matters
      therein and supersedes and replaces all prior or contemporaneous oral or
      written agreements and understandings.

	14.2 	
      This Agreement shall bind and benefit the successor of
      each Party and the transferee permitted hereunder with the same rights and
      obligations as if the original parties hereof.

	14.3 	
      Any notice required to be given or delivered to the
      Parties hereunder shall be in writing and delivered to the address as
indicated below or such other address or as such party may designate, in
writing, from time to time. All notices shall be deemed to have been given or
delivered upon by personal delivery, fax and registered mail. It shall be deemed
to be delivered upon: (1) registered air mail: five (5) business days after
deposit in the mail; (2) personal delivery and fax: two (2) business days after
transmission. If the notice is delivered by fax, it should be confirmed by
original through registered air mail or personal delivery: 



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Party A 

  Contact person:
Sumin Su 

Address: West Side, 4 Floor, 8 Building, Maqueling Industrial Zone,
Nanshan District, Shenzhen, China 

Postal Code:518000 

Tel: 0755-26710021


Fax: 0755-26710227 



Party B 
Contact person:
Renyan GE 
Address: Room 705,Cyber Times Tower B, Tairan Road, Futian
district, Shenzhen, China 
Postal Code: 518049 
Tel: 136-3266-8228 

	14.4 	
      If any provision of this Agreement shall be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining portions shall not in any way be affected or impaired thereby.
      In such event, the Parties shall use best efforts to negotiate, in good
      faith, a substitute, valid and enforceable provision or agreement which
      effects the parties original intention to the largest extent.

	 	 
	14.5 	
      This Agreement is executed in five (5) copies with each
      party holding one copy, and each of the copy shall be equally valid and
      authentic.



[Signature Page Follows]

8




IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed and delivered as of the date first written above.


 

Party A 

Shenzhen Jifu Communication Technology Co., Ltd. 

Legal Representative: Sumin Su 

 

Signature & Seal:      /s/
Sumin
Su                                                   

 

Party B 

Shenzhen CCPower Investment Consulting Co., Ltd. 

 

Legal Representative: Renyan Ge 

 

Signature & Seal:      /s/
Renyan
Ge                                                 



 

Shareholders of Shenzhen Jifu Communication Technology Co.,
Ltd. 

Sumin Su:      /s/ Sumin
Su___________________________

 

Di Wu:       /s/ Di
Wu                                                                        

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