Exhibit 10.2


 


EXCLUSIVE EQUITY INTEREST PURCHASE
AGREEMENT


  


 


THIS
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT(the “Agreement”) is entered into by and between
the following parties on December 1, 2015.


 


Party
A: Recon HengdaTechnology (Beijing) Co.,Ltd., a limited liability company (wholly invested by Taiwan, Hong Kong or Macau investors)
duly established and valid existing under the PRC laws. Registered Address: Room
5771, Floor 5, Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China.


 


Party B: HUANG Baokun, SHI Jing, LI
Suzhen. 


HUANG Baokun ID Num.:


SHI
Jing  ID Num.:


LI
Suzhen ID Num.:


 


Party C: Qinghai Hua You Downhole Technology
Co., Ltd., a limited liability company duly established and valid existing under the PRC laws.


Registered Address: Courtyard 0467, Huancheng
Road, Huatugou town, Mangya District, Qinghai, China.


 


WHEREAS,


 


		1.	Party B collectively holds 100% equity interest in Party
C;



 


		2.	Party A and Party C have entered into a series of Agreements
including the Exclusive Consulting and Service Agreement.



 


NOW THEREFORE, through mutual negotiations,
the Parties hereto agree as follows:


 


 


		1.	Transfer of Equity Interest



 


		1.1	Granting Right



 


Under PRC law, Party B hereby
irrevocably grants Party A the exclusive right to purchase, or designate one or more persons (the “Specified Person”)
to purchase, a portion or whole of the Equity Interest of Party C held by Party B at the price set forth in Article 1.3 hereof
in accordance with the procedure promulgated by Party A at any time in Party A’s discretion.(the “Purchase Right”).
Except for Party A and the Specified Person, Party C shall not sell the Equity Interest to any third party. Party C hereby agrees
that Party B may grant the Purchase Right to Party A. For the purpose of this Agreement, the “person” stipulated herein
refers to individual, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.


 






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		1.2	Procedure



 


The exercise of the Purchase
Right by Party A shall be subject to the laws and regulations of the PRC. When Party A intends to exercise the Purchase Right,
it shall issue a written notice (the “Purchase Notice”) to Party B which shall contain the following items:
(a) Party A intends to exercise the Purchase Right; (b) the percentage of the Equity Interest to be purchased therewith (the “Purchased
Equity Interest”); and (c) the effective date or transfer date.


 


		1.3	Transfer Fee



 


The Transfer Fee (“Transfer
Fee”) shall be confirmed by and between Party A and Party B through negotiation according to the appraisal of the Equity
Interest approved by the competent authority, and it shall be the lowest price allowable by the PRC laws and regulations. Party
B hereby unconditionally and irrevocably agrees that, in the event that Party A exercises its Purchase Right, Party B shall unconditionally
refund to Party A the Transfer Fee in full.


 


		1.4	Transfer of the Equity Interest



 


Each time when Party A exercises
the Purchase Right:


 


		1.4.1	Party B shall procure that Party C timely convene a shareholders’ meeting and shall pass
the shareholders’ resolutions that Party B could transfer to Party A or the Specified Person the Equity Interest.



 


		1.4.2	Party B shall enter into Equity Transfer Agreement with Party A (or the Specified Person, if applicable)
in accordance with this Agreement and Purchase Notice.



 


		1.4.3	Related parties shall execute all other
necessary agreements or documents, and obtain all necessary government approvals and consents, and take all necessary actions to
lawfully transfer the title to the Equity Interests to Party A or the Specified Person and procure Party A or the Specified Person
to be registered as the holder of the Equity Interest. The Equity Interest should be free from any Security Interest. For the purpose
of this Agreement, Security Interest shall include guarantee, mortgage, any third party’s right or interest, any purchase
right, pre-emption right, offset right and any other security arrangements. Notwithstanding the foregoing, the Security Interest
shall not include any security interest accrued in accordance with this Agreement and the Equity Interest Pledge Agreement which
is entered into by and between Party B and Party A on December 1, 2015
(“Equity Interest Pledge Agreement”). According to the Equity Interest Pledge Agreement, Party B shall pledge
all the equity possessed by Party B in Party C to Party A as a guarantee to the performance of the Exclusive Technical Consulting
and Service Agreement which is entered into by and between Party C and Party A on December 1, 2015 (“Exclusive Technical
Consulting and Service Agreement”). 



 






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		1.5	Payments for the Equity Interest



 


1.5.1
Party A shall pay the Transfer Fee to Party B in accordance with Article 1.3 hereof.


 


		2.	Warranties Relating to the Equity Interest



 


		2.1	Party C hereby guarantees that:



 


		2.1.1	Absent prior written consent of Party A or the Specified Person, Party C will not supplement, amend,
or modify any provision of the Articles of Association of the company, and shall not increase or decrease its registered capital,
or alter the equity structure in other methods.



 


		2.1.2	Party C shall be legally existing, and prudently and efficiently operates its business and deals
with corporate affairs in accordance with commercial standards and practice.



 


		2.1.3	Absent prior written consent of Party A or the specific person, Party C shall not sell, transfer,
mortgage or dispose of any asset, business or beneficial right of Party C, or allow creation of any other Security Interest.



 


		2.1.4	Absent prior written consent of Party A or the specific person, Party C shall not incur, inherit,
guarantee or bear any debt except for (i) the debt is incurred during the routine business instead of loan; and (ii) the debt has
been disclosed to Party A and has obtained Party A’s written consent.



 


		2.1.5	Party C shall operate its routine business to keep the value of its assets, and shall not result
in any material influence on its business operation and the value of its asset by acts or omissions.



 


		2.1.6	Absent prior written consent of Party A or the specific person, Party C shall not enter into any
material agreement except for the purpose of routine business operation. (For the purpose of this provision, an agreement covering
an amount in excess of RMB100,000 shall be deemed as a material agreement).



 


		2.1.7	Absent prior written consent of Party A or the specific person, Party C shall not provide any loan
or credit to any third party.



 






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		2.1.8	Party C shall provide all materials relating to its operation and financial status to Party A upon
Party A’s request.



 


		2.1.9	Party C shall effect and maintain insurance from the insurance company acceptable to Party A. The
amount and types of such insurance shall be the same with the alike companies which operate the similar business and possess the
similar assets with Party C in the same distraction.



 


		2.1.10	Absent prior written consent of Party A or the specific person, Party C shall not merge with, combine
with or purchase any entity or make investments to any entity.



 


		2.1.11	Party C shall promptly inform Party A of any existing or potential litigation, arbitration, or
administrative procedure in relation to Party C’s assets, business and revenue.



 


		2.1.12	Party C shall make all necessary efforts to maintain the title to its assets, including but not
limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or proper
defences to all claims.



 


		2.1.13	Absent prior written consent of Party A, Party C shall not distribute any dividend to any shareholder.
Nevertheless, Party C shall immediately distribute all payable dividends to the shareholders upon request of Party A or the specified
person.



 


		2.2	Party B hereby guarantees that:



 


		2.2.1	Absent prior written consent of Party A or the specific person, Party B shall not sell, transfer,
mortgage or dispose of any right or interest relating to the Equity Interest, or allow any creation of other Security Interest
on the Equity Interest. However the Security Interest accrued from this Agreement and the Equity Interest Pledge Agreement shall
be excluded.



 


		2.2.2	Party B shall promptly inform Party A of any existing or potential litigation, arbitration, or
administrative procedure in relation to the Equity Interest.



 


		2.2.3	Party B shall make all necessary efforts to maintain its title to the equity of Party C, including
but not limited to execute all necessary or proper documents, commence all necessary or proper claims, or make all necessary or
proper defences to all claims.



 


		2.2.4	Upon the request of Party A, Party B shall immediately transfer its Equity Interest to Party A
or the Specified Person unconditionally at any time.



 






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		2.2.5	Party B shall strictly comply with and duly perform this Agreement and any other agreements entered
into by and between Party B, Party C, and Party A collectively or respectively and shall not affect the validity and enforceability
of such agreements by acts or omissions.



 


		3.	Representations and Warranties



 


		3.1	Party B and Party C hereby collectively and respectively represent
and warrant to Pary A that on and till the execution date of this Agreement and each and every transfer day thereafter:



 


		3.1.1	It has the authority and ability to enter into and duly perform
this Agreement and each and every Equity Transfer Agreement executed thereafter by Party B or Party C collectively or respectively.
Such Agreements shall be legally and effectively binding on the parties thereof and shall be enforceable in accordance with the
provisions thereof. 



 


		3.1.2	The execution, delivery and performance of this Agreement or
any Equity Transfer Agreement thereafter shall not: (i) violate any PRC laws; (ii) conflict with its Articles of Association or
other organizational documents; (iii) breach any contract or document of which Party B and/or Party C is a party or which binds
Party B and/or Party C; (iv) violate any acquired permit, approval or any valid qualification thereof; or (v) result in the ceasing
or revocation or additional conditions to the acquired permit or approval. 



 


		3.1.3	Party B retains full and transferable title to its assets and
facilities and absent any security interest other than the security interest accrued in this Agreement and the pledge set by the
Equity Interests Pledge Agreement.



 


		3.1.4	Party B or any person designated by Party B shall unconditionally
transfer any funds obtained from Party C in full to Party A (including but not limited to dividends, bonus, other rights, earnings
and so forth distributed by Party C.) 



 


		3.1.5	Prior to Party A’s lawful exercise of Purchase Right,
Party B shall not request Party C to distribute any dividend, bonus and other right and earning and so forth absent Party A’s
permit.



 


		3.1.6	Party C has no outstanding debt except for (i) the legal debt,
which is incurred during its routine business operation instead of loan; (ii) the debt has been disclosed to Party A and has obtained
Party A’s written permit.



 


		3.1.7	Party C shall comply with all applicable laws and regulations
relating to equity transfer. 



 






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		3.1.8	There is no existing, pending or potential litigation, arbitration,
or administrative procedure in relation to the Equity Interest, assets of Party C and other matters of Party C.



 


		3.2	Party A hereby represents and warrants to Party B and Party
C on the execution date of this Agreement and each transfer day thereafter:



 


		(i)	Party A shall be obligated to provide continual financial support
to Party C in the event that Party C requires to obtain funds support for business operation;



 


		(ii)	In the event that Party C fails to repay the funds provided
by Party A due to Party C’s operation losses, Party A hereby agrees to forego the right to seek repayment.



 


 


		4.	Effective Date 



 


This Agreement shall take effect
upon execution by the Parties (“Effective Date”), the term shall be ten (10) years, and it may be extended by another
ten (10) years if Party A so requires.


 


		5.	Governing Law and Dispute Resolution



 


		5.1	Governing Law



 


This Agreement shall be governed
by and construed in accordance with PRC laws.


 


		5.2	Dispute Resolution



 


With regards to any dispute
in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute.
If it can not be settled within thirty (30) days from the date any party issuing written notice requesting settlement of dispute
through negotiation, each party has the right to submit it to China International Economic and Trade Arbitration Committee for
arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration award shall be
final and binding on each party.


 


		6.	Tax and Expenditures



 


Each party shall bear its own
tax, costs and expenditures relating to preparing for and executing this Agreement and Equity Transfer Contract and relating to
completing the contemplated deal.


 


		7.	Notice



 


Any notice or other communication
under this Agreement shall be in Chinese and be sent to the address listed below or other address as may be designated from time
to time by personal delivery or mail or facsimile. Any notice required or given hereunder shall be deemed to have been served:
(a) the same date if sent by personal delivery; (b) the tenth date from delivery (subject to the stamp) of a prepaid air-mail,
or the fourth date from delivering to a professional delivery company acknowledged worldwide if sent by mail; and (c) the receipt
date recorded on the transmission confirmation notice if sent by facsimile.


 






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Party A: Recon Hengda Technology
(Beijing) Co., Ltd.


Address: Room5771, Floor 5,
Shenchang Building, Courtyard 51, Zhichun Road, Haidian District, Beijing, China.


 


Party B: HUANG Baokun, SHI
Jing, LI Suzhen.


Address: Courtyard 0467, Huancheng
Road, Huatugou Town, Mangya District, Qinghai, China.


 


Party C: Qinghai Huayou
Underground Petroleum Technology Co., Ltd.


Address: Courtyard 0467, Huancheng
Road, Huatugou Town, Mangya District, Qinghai, China.


 


		8.	Confidentiality



 


		8.1	The Parties acknowledge and confirm that any oral or written information
relating to this Agreement communicated among the Parties shall be deemed as confidential information (“Confidential Information”).
The Parties shall keep confidential of such Confidential Information and shall not disclose to any third party unless having obtained
prior written consent from the other parties. Nevertheless, Confidential Information shall not include information which (a) was
at the date hereof or subsequently becomes public information (otherwise than disclosed by any party received such Confidential
Information); (b) is disclosed in accordance with applicable laws or regulations; or (c) the party who discloses any Confidential
Information to its attorneys or financial advisors who need to access such information shall ensure that such attorneys or financial
advisors comply with this provision and keep confidential such information. The disclosure by the employee or agent of Each Party
shall be deemed as disclosed by the party itself, and the party shall be liable of the breach. The Parties agree that the provisions
of this Article shall survive notwithstanding the termination of this Agreement.



 


		9.	Further Assurance 



 


		9.1	The Parties agree that they will, without any hesitation, execute any necessary documents for the
performance of this Agreement or any documents which are benefit for the purpose of this Agreement, and will take all necessary
actions for the purpose of this Agreement or take actions which are benefit for the purpose of this Agreement.



 






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		10.	Miscellaneous



 


		10.1	Amendment and supplementation



 


Any
revision, amendment and supplementation of this Agreement shall be in writing and be executed by Each Party. 


 


		10.2	Compliance with laws and regulations



 


The
Parties shall comply with all applicable PRC laws and regulations which have been formally issued and may be publicly acquired.



 


		10.3	Entire agreement



 


Unless
it is otherwise revised, amended or supplemented after execution of this Agreement, this Agreement constitutes the entire agreement
among the parties as to the subject matter, and supersedes any prior oral or written negotiations, statements or agreement among
the parties relating thereto.


 


		10.4	Headings



 


Headings
in this Agreement are only set out for reading convenience, and shall not be used to interpret, explain or otherwise influence
the meaning of the provisions of this Agreement. 


 


		10.5	Language



 


This
Agreement is made in Chinese and English in three originals. The Chinese version will prevail in the event of any inconsistency
between the English and any Chinese translations thereof.


 


		10.6	Severability



 


If
any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations,
the validity and enforceability of the other terms hereof shall nevertheless remain unaffected, and the Parties hereto agree to,
through friendly negotiation, make valid terms to such invalid, illegal or unenforceable terms, and the economic results from such
valid terms shall be close to, as much as may be possible, the superseded invalid, illegal or enforceable terms. 


 


		10.7	Successor



 


This
Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for
its benefit. 


 






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		10.8	Continue to be effective



 


		10.8.1	Any duties occurred in relation to the Agreement before expiration
or early termination of the Agreement shall continue to be effective after expiration or early termination of the Agreement. 



 


		10.8.2	Articles 5, 7, 8 and 10.8 hereof shall survive notwithstanding
the termination of this Agreement.



 


		10.9	Waiver



 


Each
party may waive the terms and conditions under this Agreement in writing. Such waiver should be duly signed by the other parties.
Any waive relating to the breach of the other party in certain circumstance shall not be deemed as that the waiver party has made
waiver to the other party for the same breach in other circumstances. 


 


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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


 


 


 


 


 






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This page is the signing page of this Exclusive
Equity Interest Purchase Agreement. IN WITNESS WHEREOF, the Parties have its authorized representative executed this Agreement
on the date first above written.


 


 


Party A: Recon Hengda Technology (Beijing)
Co., Ltd.


 


 


Legal Representative: /s/
Chen Guangqiang


 


 


 


Party B: 


 


HUANG Baokun


 


Signature: /s/ Huang Baokun


 


SHI Jing


 


Signature: /s/ Shi Jing


 


LI Suzhen


 


Signature: /s/ Li Suzhen


 


 


 


Party C: Qinghai Hua You Downhole Technology
Co., Ltd.


 


 


Legal Representative: /s/
Haung Baokun




 






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