XcelMobility Inc.: Exhibit 10.3 - Filed by newsfilecorp.com





Exclusive Purchase Option Agreement 

 

by and among 

 

Shenzhen CCPower Investment Consulting Co., Ltd.


 

Shenzhen Jifu Communication Technology Co., Ltd. 

 

and

 

Shareholders of Shenzhen Jifu Communication Technology Co.,
Ltd. 

 

 

 

 

[May 7, 2013] 





	Exclusive
      Purchase Option Agreement 


Exclusive Purchase Option Agreement


This Exclusive Purchase Option Agreement (the
“Agreement”) is entered into on May 7, 2013 by and among the following
parties. 

	(1) 	
      Shenzhen CCPower Investment Consulting Co., Ltd.
      (hereinafter called “Party A”), a wholly foreign owned enterprise
      registered in China with its registered address at Room 705,Cyber Times
      Tower B, Tairan Road, Futian district, Shenzhen, China; and its legal
      representative named Renyan GE ;

	(2) 	
      Shenzhen Jifu Communication Technology Co., Ltd.
      (hereinafter called “Party B”), an enterprise duly registered in China
      with its registered address at West Side, 4 Floor, 8 Building, Maqueling
      Industrial Zone, Nanshan District, Shenzhen, China; and

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





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

	Sumin Su 	55 	RMB1,650,000 	360104196204090424 
	Di Wu 	45 	RMB1,350,000 	440301198703170913
  



Party A, Party B, and Shareholder are hereinafter from time to
time, collectively, referred to as the “Parties”, and each of them is
hereinafter from time to time referred to as a “Party”; The equity
interests in Party B held by Shareholder or any shareholder now existing or
hereafter acquired is hereinafter from time to time referred to as the
“Equity Interests” or “Equity”. 

WHEREAS: 

	1. 	
      Party A, a wholly foreign-owned enterprise incorporated
      under the laws of the People’s Republic of China (the “PRC”), which
      engages in 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);

	2. 	
      Party B, a domestic limited liability company
      incorporated under PRC laws, engages in the business of [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. 	
      As of the date of this Agreement, Party B’s registered
      capital is RMB 3,000,000 and the structure of the shareholdings owned by
      Shareholder in Party B is set forth above;

	4. 	
      To secure the performance of the obligations assumed by
      Party B and the Shareholder under this Agreement, the Shareholder agrees
      to pledge all equity in Party B to Party A, and has executed an Equity Pledge
Agreement on the date of the execution date of this Agreement (“Individual
Equity Pledge Agreement”). 



1




NOW, THEREFORE, the Parties through mutual negotiations
hereby enter into this Agreement with respect of the exclusive purchase option
right: 

	1. 	
      The Grant and Exercise of Purchase
Option

	1.1 	
      Shareholder hereby irrevocably grants to Party A an
      exclusive purchase right, exercisable at any time by Party A or any third
      party designated by Party A, to purchase all or part of such Shareholder's
      Equity Interests in Party B, subject to the PRC laws and regulations. In
      the case that Shareholder increases or reduces its Equity Interests in
      Party B within the term of this Agreement, the exclusive purchase option
      as provided above shall be automatically expanded (in the case of an
      increase) or reduced (in the case of a reduction) to cover all or part of
      the Equity Interests owned by Shareholder in Party B after such increase
      or reduction is completed. The Shareholder hereby agrees that, without
      Party A's prior written consent, apart from Party A or any third party
      designated by Party A, no other person or entity shall have the right to
      purchase such Equity Interests. Shareholder shall transfer his Equity
      Interests in Party B to Party A or Party A's designee in accordance with
      his shareholding proportion of such Equity Interests at any time when
      Party A selects to purchase all or a portion of the Equity Interests.
      Party B hereby irrevocably consents to such grant by such Shareholder to
      Party A.

	1.2 	
      Party B hereby irrevocably grants to Party A an exclusive
      purchase option, exercisable at any time by Party A or any third party
      designated by Party A, to acquire or all or substantially all of Party B’s
      assets, subject to the PRC laws and regulations. Party B hereby agrees
      that, without Party A’s prior written consent, apart from Party A or any
      third party designated by Party A, no other person or entity shall have
      the right to purchase such assets. The Shareholder hereby irrevocably
      consents to such grant by Party B to Party A.

	1.3 	
      For the purpose of this Agreement, a “third party” or a
      “person” may be a natural person, company, partnership, enterprise, trust
      agency or other non-corporate entity.

	1.4 	
      To the extent permitted under the PRC laws and
      regulations, Party A shall determine at any time and at its own discretion
      to exercise such exclusive right to (i) purchase the Equity Interests as
      provided in Section 1.1 by a written notice to the applicable
      Shareholder(s) specifying the amount of equity to be purchased
      (hereinafter referred to as “Equity Transfer”) or (ii) purchase all
      or substantially all of Party B’s assets as provided in Section 1.2
      (hereinafter referred to as “Assets Transfer”) by a written
      notice to Party B (each referred to as "Exercise
Notice").

	1.5 	
      Within thirty (30) days of the receipt of the Exercise
      Notice, the Shareholder and Party B shall execute a share/asset transfer
      agreement and other documents with Party A pursuant to the principles set
      forth in this Agreement, in such form as Party A may reasonably request
      (collectively, the "Transfer Documents"), necessary to effect the
      respective transfer of equity or assets to Party A (or any eligible party
      designated by Party A), and shall unconditionally assist Party A to obtain
      all approvals, permits, registrations, filings and other procedures
      necessary to effect the Equity Transfer or Assets
  Transfer.



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	1.6 	
      The Parties agree that, unless otherwise required under
      the PRC laws and regulations, the transaction price for the Equity
      Transfer or the Assets Transfer hereunder, as applicable, shall be one
      dollar.

	1.7 	
      The consideration paid by Party A to the Shareholder, net
      of any tax paid by the Shareholder on such consideration, for the Equity
      Transfer (the “Consideration of Equity Transfer”) shall be the
      cancellation of all or a part of the Shareholder debt owing under the Loan
      Agreement, and such cancellation shall, in proportion to the proportion of
      the Shareholder’ Equity Interests purchased, satisfy its repayment
      obligations under the Loan Agreement signed by and between Party A and the
      Shareholder on the date of the execution date of this Agreement (the
      “Loan Agreement”); The consideration paid by Party A to Party B,
      net of any tax paid by Party B on such consideration, for the Asset
      Transfer (the “Consideration of Assets Transfer”) hereunder shall
      be allocated to the Shareholder to the largest extent as permitted by PRC
      laws and regulations, through an allocation proposal by which the
      Consideration of Assets Transfer is transferred to the Shareholder. The
      Shareholder shall then immediately fulfill her payment obligations under
      the Loan Agreement by using the allocated Consideration of Assets
      Transfer. Party B shall give full cooperation to such allocation; And if
      the Consideration of Equity Transfer or Assets Transfer is more than the
      total principal under the Loan Agreement due to the requirement by the
      then applicable law or any other reasons, the excess shall be deemed as
      loan interest of the loan to the largest extent being permitted by PRC
      Laws, and be paid to Party A by the Shareholder together with loan
      principal. In the event there is a premium in excess of the permitted
      Interest as provided in the Loan Agreement between the Shareholder and
      Party A, the Shareholder shall unconditionally return such premium to
      Party A within three (3) days the Shareholder receives such
  payment.




	2. 	
      Representations and Warranties

	2.1 	
      Each Party hereto represents and warrants to the other
      Parties that: (1) it has all the necessary rights, powers and
      authorizations to enter into this Agreement and perform its duties and
      obligations hereunder; (2) it has obtained the written consents with
      respect to the execution and implementation of this Agreement from each of
      the relevant third parties, if any; and (3) the execution or performance
      of this Agreement shall not violate or conflict with the terms of any
      other contracts or agreements to which it is a party.

	2.2 	
      Shareholder hereby represents and warrants to Party A
      that: (1) Shareholder is the legally registered shareholder of Party B and
      has paid full amount of registered capital in Party B as required to be
      contributed by such Shareholder under the PRC laws and regulations; (2)
      Except for the Equity Pledge Agreement executed among the Parties, neither
      Shareholder has created any other mortgage, pledge, secured interests or
      other form of debt liabilities over the Equity Interests held by such
      Shareholder; and (3) neither Shareholder has transferred to any third
      party (and entered into any agreement in respect of) such Equity
      Interests.

	2.3 	
      Party B hereto represents and warrants to Party A that:
      (1) it is a limited liability company duly registered and validly existing
      under the PRC laws and regulations; and (2) its business operations are in
compliance with applicable laws and regulations of the PRC in all material
respects and it has received all of the required permits and approvals which are
necessary for maintaining its ordinary operations. 



3




3.        Obligations of
Party B and Shareholder 
The Parties further agree as follows: 

	3.1 	
      Before Party A has acquired all the equity/assets of
      Party B by exercising the exclusive purchase option provided hereunder,
      Party B represents and warrants to Party A:

		(a) 	
      without Party A’s prior written consent, Party B shall
      not supplement or amend the Articles of Association or rules of Party B or
      its subsidiaries which are owned or controlled by Party B (the
      “Subsidiaries”) in any manner, nor shall it increase or decrease
      the registered capital or change the shareholding structure of aforesaid
      entities in any manner;

		(b) 	
      Party B shall prudently and effectively maintain its
      business operations according to good financial and business standards so
      as to maintain or increase the value of its assets;

		(c) 	
      Party B shall not transfer, mortgage or otherwise dispose
      of the lawful rights and interests to and in its and any Subsidiary’s
      assets or incomes, nor shall it encumber its own and any Subsidiary’s
      assets and income in any way that would affect Party A’s security
      interests unless as required for the business operation of Party B or upon
      prior written consent by Party A;

		(d) 	
      Party B and any Subsidiary shall not incur or succeed to
      any debts or liabilities without Party A’s prior written
consent;

		(e) 	
      without Party A’s prior written consent, Party B and any
      Subsidiary shall not enter into any material contract (exceeding RMB
      1,000,000 in value);

		(f) 	
      without Party A’s prior written consent, Party B and any
      Subsidiary shall not provide any loans or guaranty (exceeding RMB
      1,000,000 in value) to or receive borrowings (exceeding RMB 1,000,000 in
      value) from, any third party;

		(g) 	
      upon Party A’s request, Party B shall provide Party A
      with all information regarding Party B and any Subsidiary’s business
      operation and financial condition;

		(h) 	
      Party B shall purchase insurance from insurance companies
      in such amounts and categories as customary in the region among companies
      doing similar business and having similar assets;

		(i) 	
      without Party A’s prior written consent, Party B and any
      Subsidiary shall not establish any new subsidiary, acquire or consolidate
      with any third party, or invest in any third party;

		(j) 	
      Party B shall promptly notify Party A of any pending or
      threatened lawsuit, arbitration or administrative dispute which involves
      Party B’s and any Subsidiary’s assets, business or incomes, and take
      positive measures against aforesaid lawsuits, arbitrations or
      administrative dispute;

		(k) 	
      without Party A’s prior written consent, Party B and any
      Subsidiary shall not distribute any dividends to the Shareholder in any
      manner, and, upon Party A’s request, shall promptly distribute all
      distributable dividends to the Shareholder of Party
B;



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	 	(l) 	
      without Party A’s prior written consent, Party B shall
      not commit any act or omission that would materially affect Party B’s
      assets, business or liabilities;

	 	(m) 	
      upon Party A’s request, Party B shall promptly and
      unconditionally transfer its assets to Party A or its designated third
      party as permitted by PRC laws and regulations; and

	 	(n) 	
      Party B shall strictly comply with the provisions of this
      Agreement, and efficiently perform its obligations hereunder, and shall be
      prohibited from committing any act or omission which may affect the
      validity or enforceability of this Agreement.



	3.2 	
      Before Party A has acquired all the equity/assets of
      Party B by exercising the exclusive purchase option provided hereunder,
      Shareholder represents and warrants to Party A:

		(a) 	
      apart from relevant provisions in the Equity Pledge
      Agreements, without Party A’s prior written consent, Shareholder shall not
      individually or collectively transfer, sell, pledge, mortgage or otherwise
      dispose of such Shareholder’s Equity Interests in Party B; nor shall any
      Shareholder place or allow encumbrances on such Shareholder’s Equity
      Interests that would affect Party A’s interest hereunder and
      thereunder;

		(b) 	
      without Party A’s prior written consent, Shareholder
      shall not engage in any business or operation which is in competition with
      Party B, any Subsidiaries and Party A, nor shall any Shareholder invest in
      or work for any company or entity which is in competition with Party B,
      any Subsidiaries and Party A;

		(c) 	
      without Party A’s prior written consent, Shareholder
      shall not supplement or amend the Articles of Association or Rules of
      Party B in any manner, nor to increase or decrease its registered capital
      or change the shareholding structure in any manner;

		(d) 	
      without Party A’s prior written consent, Shareholder
      shall not take action to cause a Shareholder’s meeting for the purpose of
      or to approve resolutions for the dissolution, liquidation and change of
      legal form of Party B, and any Subsidiaries;

		(e) 	
      Shareholder shall not take action to cause a
      Shareholder’s meeting for the purpose of or to approve resolutions for any
      profit distribution proposal, or accept such distributed dividend without
      Party A’s written consent; upon Party A’s request, the Shareholder shall
      promptly approve for the profit distribution proposal, and accept such
      distributed dividend;

		(f) 	
      upon Party A’s request, Shareholder shall provide Party A
      with all information regarding Party B’s business operation and financial
      condition;

		(g) 	
      Shareholder shall not incur or succeed to any debts or
      liabilities which may adversely affect its Equity Interests in Party B
      without Party A’s prior written consent, nor shall it enter into any
      Equity transfer agreement or intention letter with any third
  party;

		(h) 	
      Shareholder shall appoint, and appoint only, the
      candidates nominated by Party A to the board of directors and supervisor
      office of Party B, and shall not replace such candidates without Party A’s
      prior written consent;

		(i) 	
      Shareholder shall guarantee that the shareholder’s
      meeting and directors in Party B’s board appointed by itself will not
      approve any establishment of new subsidiary, any acquisition of, any consolidation with,
      or any investment in any third party without Party A’s prior written
consent;



5





	 	(j) 	
      Shareholder shall promptly notify Party A of any pending
      or threatened lawsuit, arbitration or administrative dispute which involve
      Party B’s assets, business or incomes, and take all positive measures
      against aforesaid lawsuits, arbitrations or administrative
  dispute;

	 	(k) 	
      without Party A’s prior written consent, Shareholder
      shall not commit any conduct that would adversely affect Party B’s assets,
      business or liabilities;

	 	(l) 	
      to the extent permitted by the PRC laws and regulations,
      and at any time upon Party A’s request, Shareholder shall promptly and
      unconditionally transfer her Equity Interests in Party B to Party A or a
      third party designated by Party A, and waive her preemptive rights with
      respect to such transfer;

	 	(m) 	
      Shareholder shall guarantee that the shareholder’s
      meeting and directors of Party B appointed by itself approve the necessary
      resolutions in respect of the Equity Transfer or Assets Transfer in this
      Agreement;

	 	(n) 	
      Shareholder shall make every effort to cause Party B to
      perform the obligations of Section 3.1 of this Agreement;
  and

	 	(o) 	
      Shareholder shall strictly comply with the provisions of
      this Agreement, and efficiently perform its obligations hereunder, and
      shall be prohibited from committing any conduct which may affect the
      validity or enforceability of this Agreement.



	3.3 	
      The Shareholder shall, to the extent permitted by
      applicable laws, guarantee Party B's operational term (including the
      circumstance of change of business terms) to be extended to equal to the
      operational term of Party A approved by the relevant authorities
      (including the circumstance of change of business
terms).



4.        Guaranty
of this Agreement 
To secure the performance of the obligations assumed
by the Shareholder and Party B hereunder, the Shareholder agrees to pledge all
her Equity (including any increased Equity owned by the Shareholder within the
term of this Agreement) in Party B to Party A, and the Parties agree to execute
Equity Pledge Agreement with respect thereto. 

5.        Taxes
and Fees 
The Parties shall pay, in accordance with relevant PRC laws and
regulations, their respective taxes arising from Equity or Assets Transfer and
related registration formalities and other charges during the transactions
contemplated herein. Party A shall pay the taxes and charges which shall be
payable by Party B arising from Equity Transfer and related registration
formalities, if the consideration of Equity Transfer is lower than, or equal to
the total principal under the Loan Agreement.

	6. 	
      Assignment of Agreement

	6.1 	
      Party B and the Shareholder shall not transfer their
      rights and obligations under this Agreement to any third party without the
      prior written consent of Party A.

	6.2 	
      Shareholder and Party B agree that Party A shall have the
      right to transfer any or all of its rights and obligations under this
      Agreement to any third party upon five (5)–days written notice to such Shareholder(s) and Party B,
  without approval by such Shareholder or Party B.



6





	7. 	
      Events of Default

	7.1 	
      Any violation of any provision hereof, incomplete
      performance of any obligation provided hereunder, any misrepresentation
      made hereunder, material concealment or omission of any material fact or
      failure to perform any covenants provided hereunder by any Party shall
      constitute an event of default. The defaulting Party shall assume all the
      legal liabilities pursuant to the applicable PRC laws and
    regulations.

	7.2 	
      In the event of default by Party B or Shareholder, Party
      A shall be entitled to exercise the pledgee’s right under the Equity
      Pledge Agreement in the event that Party B and Shareholder commit an event
      of default and fail to redress such default within ten (10) days upon
      receipt of written notification from Party A.

	 	 
	8. 	
      Effectiveness, Modification and
  Cancellation

	8.1 	
      This Agreement shall be effective upon the execution
      hereof by all Parties hereto and shall be terminated after the completion
      of Party A’s acquisition of the Shareholder’s Equity or all of the assets
      of Party B by exercising its exclusive purchase option provided
    herein.

	8.2 	
      The modification of or amendment to this Agreement shall
      not be effective unless a written agreement is signed by the
    Parties.

	8.3 	
      This Agreement shall not be terminated or canceled unless
      a written agreement is signed by the Parties, provided Party A may, by
      giving a thirty (30) days prior notice to the other Parties hereto,
      terminate this Agreement.

	 	 
	9. 	
      Confidentiality

	9.1 	
      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 confidence 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”:

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

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

		
      The materials may be disclosed by each Party to its legal
      or financial consultant relating to the transaction of this Agreement,
      provided that this legal or financial consultant 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 such Confidential Information by such
      Party, and such Party shall bear the liabilities for breaching the
      Agreement.

	9.2 	
      If this Agreement is terminated or becomes invalid or
      unenforceable, the validity and enforceability of Article 9 shall
      not be affected or impaired.



7





	10. 	
      Force Majeure

	10.1 	
      An event of Force Majeure means an 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;

	10.2 	
      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 Parties without delay and
      within fifteen (15) days of the event provide detailed information about
      and notarized documents evidencing the event and take all reasonable 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. While the Force Majeure is continuing, the Party alleging
      breach may suspect its performance. The Parties shall keep on performing
      this Agreement after the event of Force Majeure disappears.

	 	 
	11. 	
      Applicable Law and Disputes Resolution

	11.1 	
      The execution, validity, construing and performance of
      this Agreement and the disputes resolution under this Agreement shall be
      governed by the laws and regulations of the PRC.

	11.2 	
      The Parties shall strive to settle any dispute arising
      from or in connection with this Agreement through friendly consultation.
      In case no settlement can be reached through consultation within thirty
      (30) days after such dispute is raised, each party can submit such matter
      to China International Economic and Trade Arbitration Commission for
      arbitration in accordance with its rules. The arbitration shall take place
      in Beijing and the proceedings shall be conducted in English. The
      arbitration award shall be final, conclusive and binding upon the
      Parties.

	 	 
	12. 	
      Miscellaneous

	12.1 	
      Entire Agreement. 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.

	12.2 	
      Successors. This Agreement shall bind and benefit
      any successors of each Party and the transferees permitted hereunder with
      the same rights and obligations as if such successors or transferees were
      the original parties hereof.

	12.3 	
      Notice. 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 or
      delivery by 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:
Renyan GE 

8




Address: Room 705,Cyber Times Tower B,
Tairan Road, Futian district, 
Shenzhen, China
Tel: 136-3266-8228 


Party B 
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 


Shareholder:

Sumin Su 
Address: 3D, Building 2,
Manao Ge, Yitian Mingyuan, Futian District;
Tel: 0755-26710021 
Fax:
0755-26710227 


Di Wu 
Address: 18B, Building
No.120, Yitian Chun, Futian District,;
Tel: 0755-26710021 
Fax:
0755-26710227 


	12.4 	
      Severability. 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.

	12.5 	
      Copies. This Agreement is executed in five (5)
      copies with each of the person for signing this Agreement holding one
      copy, and each of the copy shall be equally valid and
  authentic.



[Signature page follows] 

9




IN WITNESS THEREFORE, the parties hereof have caused
this Agreement to be executed and delivered as of the date first written above.


 

Party A 

Shenzhen CCPower Investment Consulting Co., Ltd.

Legal Representative: Renyan GE 

Signature &
Seal:        /s/ Renyan
Ge                                                         

 

Party B

Shenzhen Jifu Communication Technology Co., Ltd.

Legal Representative: Sumin Su 

Signature & seal:
       /s/ Sumin
Su                                                           

 

Shareholders of Shenzhen Jifu Communication Technology Co.,
Ltd.

Sumin Su:        /s/
Sumin
Su                                                                        

 

Di Wu:
            /s/ Di
Wu                                                                             

10