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Technical Services 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] 




Technical Services Agreement 

This Technical Services Agreement (“this Agreement”) is
entered into on May 7, 2013 by 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 Shareholder are referred to collectively
in this Agreement as 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 scope 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 scope 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); and

	(4) 	
      The Parties agree that Party B provides Party A with
      technical services.



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

Article 1 Definition 

	1.1 	
      “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;

	1.2 	
      “PRC Laws” refers to all PRC laws, administrative
      regulations and government rules in effect;

	1.3 	
      “RMB” refers to the legal currency within the
      PRC;



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	1.4 	
      “Technical Service Fee” or “Consideration”
      refers to the consideration as defined in Article 3.1 and paid to Party B
      by Party A.



Article 2 Contents of Technical Services 

Party B shall provide to Party A the following technical
services:

	2.1 	
      Party B shall select, purchase and update the proper
      software for finance management for Party A at Party A’s expense in
      accordance with the practical requirements for finance management, and
      Party B will conduct training on the use of such software, and provide
      relevant consultancy services.

	2.2 	
      Party B shall select, purchase and update the proper
      software on human resource management for Party A at Party A’s expense in
      accordance with the practical requirements for human resource management,
      and Party B conduct training on the use of such software, and provide
      relevant consultancy services.

	2.3 	
      Party B shall select, purchase and update the proper
      technology development software and operation software for the Party A’s
      technology developments and operations at Party A’s expense in accordance
      with the practical requirements for technology development and conduct
      training on the use of such software, and provide relevant consultancy
      services.

	2.4 	
      Party B shall provide other related computer systems and
      software to Party A at Party A’s expense in accordance with the specific
      demands by Party A.

	2.5 	
      Party B shall seek qualified network service company to
      provide services to Party A at Party A’s expense with respect to its
      application of domain name and design of website, assist Party A in
      communication with the network service company on the matters in relation
      to the domain name and website.

	2.6 	
      Party B shall facilitate the computers, server and other
      facilities for Party A and at Party A’s expense in accordance with the
      requirements of Party A, and make periodical maintenance on aforesaid
      facilities.

	2.7 	
      Party B shall provide research and development service to
      Party A in accordance with the request of Party A, including but not
      limited to, computer software and hardware research and development,
      testing and application.

	2.8 	
      Party B shall provide data analysis service to Party A in
      accordance with the request of Party A, including but not limited to, data
      classification and storage, data analysis and data search.

	2.9 	
      Party B shall provide technical consulting service to
      Party A in accordance with the request of Party A, including but not
      limited, technical strategic consulting and technology development
      consulting and analysis.

	2.10 	
      Party B shall conduct training for Party A’s technical
      staff. In the event of technical problems of Party A, e.g. hardware errors
      or hardware break-down, Party B shall designate relevant staff to work
      on-site assisting Party A to resolve such problems when necessary. Party B
      shall also be responsible for hardware maintenance service of Party A’s
      servers, computers and other technological facilities.

	2.11 	
      Party B shall provide import and export consultancy
      service to Party A in accordance with the request of Party A, including
      but not limited, consultancy and analysis on customs declaration,
      inspection, payment of duties, application of permits and other items related to
goods and technology import and export. Party B shall assist Party A in
communication with relevant governmental authorities and other entities on the
matters in relation to the goods and technology import and export. 



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Article 3 Technical Service Fee 

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



Article 4 Warranties and Undertakings by Party A 

	4.1 	
      Within the term of this Agreement, Party B shall be an
      exclusive service provider consigned 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 	
      Party A shall provide Party B with all the information at
      the request of Party B which is necessary for Party B to provide the
      services as set forth in Article 2 hereunder, and shall be
      responsible for the authenticity and efficiency of such
  information.

	4.3 	
      Party A shall fully cooperate with Party B, and provide
      assistance and convenience to Party B for its on-site working, and shall
      not hinder Party B in providing services as set forth in Article 2
      hereunder.

	4.4 	
      Party A shall promptly make full payment of the Technical
      Services Fee, if any, to Party B in accordance with the provisions
      hereunder.

	4.5 	
      Without the prior written consent by Party B, Party A
      shall not take any action that would materially affect Party B’s rights
      and interests hereunder.



Article 5 Warranties and Undertakings by Party B 

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

	5.2 	
      Party B shall timely update and improve the technical
      services in accordance with the actual condition and reasonable demands of
      Party A.

	5.3 	
      Party B shall accept any reasonable suggestions regarding
      hardware, software and staff training from Party A during the course of
      providing services to Party A.



Article 6 Guaranty 

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

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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 of 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, at its own 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 Technical Services Fee
      in accordance with the provisions of Article 3 hereunder, then
      Party A shall pay the liquidated damage amount 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.

	9.3 	
      If Party B does not fully perform its obligations and
      duties 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 modification is signed by the Parties.

	10.3 	
      This Agreement shall not be terminated or canceled unless
      a written agreement is signed by the Parties, provided that Party B may,
      by giving a thirty (30) - day prior notice to the other Parties hereto,
      terminate this Agreement.



Article 11 Confidentiality 

	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 strictly 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); or



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	 	(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 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, employed institution, or
      consultants of any Party shall be deemed as the disclosure of such
      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 this Article shall not
      be affected or impaired.



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 of the Parties
      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 notarized documents evidencing the event, shall take appropriate means
      to minimize or remove the negative effects of Force Majeure on the other
      Party and shall not assume the liabilities for breaching this Agreement.
      While the Force Majeure is continuing, the Party alleging breach may
      suspend her performance. The Parties shall keep on performing 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, either Party may submit the dispute to China
      International Economic and Trade Arbitration Commission in Beijing for
      arbitration under its applicable rules. The arbitration should be held in
      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 of dispute resolution.



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.



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	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 air 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 or 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:



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 copies shall be equally valid and
      authentic.



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