EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of October 26, 2018 (the “Effective Date”), by and between Xiangtian (USA) Air Power Co., Ltd. a Nevada company (the “Company”) and Amy Xue, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiary and variable interest entity (collectively, the “Group”).
Party A: Sanhe Xiangtian Electric Engineering Co., Ltd. Party B: Shandong Thaidai Photovoltaic Technology Co., Ltd.Supplement Agreement • September 10th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
After agreement from both parties, according to the PRC common law enforced agreement signed by Sanhe Xiangtian Electric Engineering on March 10 th , 2014, supplement terms are added to the Haide Group 10MW distributed photovoltaic project.
Xianning Sanhe Xiangtian Power Equipment Manufacturing Co., Ltd. Equity Transfer AgreementEquity Transfer Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party B (“Transferor”): Sanhe Xiangtian Power Engineering Co., Ltd., a limited liability company established and validly existing under the laws of the People’s Republic of China, located at north side of Zhongqing Adhesive Company,east side of Power Plant Living Area of Yanjiao Development Zone, Sanhe City.
Exclusive Option Agreement PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Zhou Jian Fei Wang And PARTY C Xianning Xiangtian Energy Holding Group Co., Ltd. June 10, 2019 Exclusive Option AgreementExclusive Option Agreement • June 17th, 2019 • XT Energy Group, Inc. • Motors & generators
This Exclusive Option Agreement (the “Agreement”) is executed on [ ] 2019 in the People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region (“HKSAR”), Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement) among:
Share Transfer AgreementShare Transfer Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party A is engaged in new energy research and development and production and sales of science and technology companies. Party B and Party C are technological personnel engaged in new energy research and development and production and sales. The three parties jointly funded “Tianjin Jiabaili Oil Products Co., Ltd.” (hereinafter called “Jiabaili Company”) engaged in petrochemical products production and sales.
FRAMEWORK AGREEMENT ON BUSINESS COOPERATION By PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Sanhe City Lucksky Electrical Engineering Co., Ltd. July 25, 2014 Framework Agreement on Business CooperationFramework Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
This Framework Agreement on Business Cooperation (“this Agreement”) is made and entered into this day of July , 2014 in the People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement) by and between:
Amendment to Project Transfer AgreementProject Transfer Agreement • April 24th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party A and Party B reached an agreement on April 25, 2014 about transfer the Lucksky Natural Energy Power Generation System and signed the Agreement at the same day. The Item III-2 said “Party B decides to buy the electricity generation project from Party A; where the concerted installation capacity is 12 MW and the sum approximates RMB 216,000,000 Yuan (specific price is subject to the stipulation in the technical scheme both parties agree on). ”
Loan ContractLoan Agreement • April 24th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Through amiable and fully negotiation, Sanhe City Lucksky Electrical Engineering Limited Company (hereafter referred to as the Borrower) and Lucksky (Holding) Group Co., Ltd. (hereafter referred to as the Lender) come into the following Contract to perform:
Licensing Agreement Party ALicensing Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
CFO Employment AgreementCfo Employment Agreement • July 5th, 2017 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party A (Employer): Xiangtian (USA) Air Power Co. Ltd. Legal Representative: Zhou Deng Hua Address: No. 6 Longda Road Yanjiao Development Zone Sanhe City, Hebei Province, China 065201
Loan ContractLoan Agreement • November 13th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Through amiable and fully negotiation, Sanhe City Lucksky Electrical Engineering Limited Company (hereafter referred to as the Borrower) and Lucksky Kelitai Air Power Machinery Co., Ltd. Yaojiao Branch office, (hereafter referred to as the Lender) come into the following Contract to perform:
Licensing Agreement Party A Lucksky Holding (Group) Co. Ltd Party B Luck Sky (Shen Zhen) Aerodynamic Electricity LimitedLicensing Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
Party A is the owner of the patents (the “Patents”) and the patent applications (the “Patent Applications”) listed in Attachment A , and all related trade secrets and know-how (such Patents, Patent Applications, knowhow and related trade secrets are, collectively, the “Technology”) and is willing to implement the terms and conditions of this Agreement to grant a license (the “License”) to Party B with respect to the Technology and Party B wishes to implement and acquire the rights to the Technology in accordance with the following terms and conditions of the License.
AGREEMENT ON EXCLUSIVE MANAGEMENT, CONSULTING AND TRAINING AND TECHNICAL SERVICE PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Xianning Xiangtian Energy Holding Group Co., Ltd. September 30, 2018 Agreement on Exclusive...Agreement on Exclusive Management, Consulting and Training and Technical Service • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
This Agreement on Exclusive Management, Consulting and Training and Technical Service (“this Agreement”) was signed by the following parties on September 30, 2018 in the People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement).
Amendment 3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 17th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
Amendment #3 to the AGREEMENT AND PLAN OF MERGER, dated as of February 24, 2014, between Xiangtian (USA) Air Power Co., Ltd., a Delaware corporation and (“Parent”), and Sanhe City LuckSky Electrical Engineering Limited Company (“Merger Sub2” of the original agreement). Parent and Merger Subs are hereinafter collectively referred to as the “Constituent Corporations.”
Office Equipment Transfer ContractOffice Equipment Transfer Contract • April 24th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
As Party A has some office equipment that it won’t use for its current production and business which is usable for Party B, Party B plans to buy the office equipment under its possession and control. Through amiable negotiation, Party A and Party B come into this Contract:
AgreementShare Purchase Agreement • September 4th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Whereas, Party A, Party B and Party C entered into a share purchase agreement (the “Original Agreement”), pursuant to which, Party A agreed to acquire 100% of the capital stock of Hubei Jinli Hydraulic Co., Ltd (“Hubei Jinli”) from Party B and Party C for 150 million RMB;
Service AgreementService Agreement • April 24th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
In order to prepare for going public, Party A entrusts Party B as its general counsel for one-package service. Through deliberate negotiation, both parties come into the following Agreement:
AGREEMENT ON KNOW-HOW SUB-LICENSE by PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Sanhe City Lucksky Electrical Engineering Co., Ltd. July 25, 2014 Know-How Sub-Licensing AgreementKnow-How Sub-License Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
This Agreement on Know-how Sub-License (the “Agreement”) is made as of July 25, 2014 between the following parties in the territory of People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement).
AgreementTransfer Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
In consideration of transfer of the “Huandao electricity generation and energy conservation system of Xiangtian natural energy” by Party A to Party B as well as related intellectual property right, both parties, through sufficient and friendly consultation, reach the following agreement:
AGREEMENT ON KNOW-HOW SUB-LICENSE by PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Xianning Xiangtian Energy Holding Group Co., Ltd. September 30, 2018 Know-How Sub-Licensing AgreementKnow-How Sub-License Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
This Agreement on Know-how Sub-License (the “Agreement”) is made as of September 30, 2018 between the following parties in the territory of People’s Republic of China (the “PRC”, exclusive of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement).
Supplemental Agreement for Component Sales ContractSupplemental Agreement for Component Sales Contract • October 15th, 2019 • XT Energy Group, Inc. • Motors & generators • Shanxi
In view of the signing of the Component Sales Contract (hereinafter referred to as the "Original Contract") on July 23, 2019, both parties agreed that Party A should provide solar cell components to Party B, and Party B should pay the payment to Party A. Due to the unclear payment method stipulated in the Original Contract, in order to ensure the smooth implementation of the contract and the realization of the legitimate rights and interests of both parties, the two parties have agreed on the payment method by consultation and reached the following supplemental agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 29th, 2012 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2012, between Goa Sweet Tours Ltd., a Delaware corporation (“Parent”), and Xiangtian (USA) Air Power Co., Ltd., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are hereinafter collectively referred to as the “Constituent Corporations.”
Equity Investment AgreementEquity Investment Agreement • December 20th, 2018 • XT Energy Group, Inc. • Motors & generators
Party A is Xianning Xiangtian Energy Holding Group Co. Ltd and has several subsidiaries. Party B and Party C incorporated Hubei Rongentang Wine Co., Ltd. (“Rongentang Wine”) in August 2011, which company is engaged in manufacturing and sale of wine. Party B and Party C incorporated Huibei Rongentang Herbal Wine Co. Ltd. (“Herbal Wine”) in February 2016, which company is engaged in manufacturing and sale of medicinal wine. In order to develop and expand Party A’s market share and meet the development requirement of Rongentang Wine and Herbal Wine, Party A, Party B and Party C agree to the following terms according to the principle of equality, mutual benefit and consensus.
Project Transfer AgreementProject Transfer Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
In consideration of transfer of the “Huandao electricity generation and energy conservation system of Xiangtian natural energy” by Party A to Party B as well as related intellectual property right, both parties, through sufficient and friendly consultation, reach the following agreement:
Amendment to Project Transfer AgreementProject Transfer Agreement • November 20th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party A and Party B reached an agreement on April 18, 2014 about transfer the Lucksky Natural Energy Power Generation System and signed the Agreement at the same day. The Item III-2 said “Party B decides to buy the electricity generation project from Party A; where the concerted installation capacity is 10 MW and the sum approximates RMB 180,000,000 Yuan (specific price is subject to the stipulation in the technical scheme both parties agree on). ”
Component Sales Contract Contract Number: Signed Time: July 23, 2019 Signed Address: Xianning City in Hubei Province Supplier: CSUN LCUKSKY NEW ENERGY CO., LTD. Demander: Xinrongxiang Energy Group Co., Ltd.in Shanxi ProvinceComponent Sales Contract • October 15th, 2019 • XT Energy Group, Inc. • Motors & generators
On the basis of honesty and trustworthiness, equality and voluntariness, and compensation of equal value, both Suppliers and Demanders have reached the following unanimous opinions and signed this contract with a view to abiding by it together.
AgreementShares Transfer Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party A, B and C entered into an agreement (“original agreement”) on shares transfer on June 21 2018. All of Parties agreed Party B and C shall transfer 90% of the equity of Tianjin Jiabaili Oil Products Co., Ltd. (hereinafter referred to as “Jiabaili Company”) to Party A at the price of RMB 6.8 million Yuan. Party C reserves 10% of the equity as a gift from Party A. Payment will be made by 60% in Cash and 40% in form of the shares of XIANGTIAN (USA) AIR POWER CO., LTD. at $3.00 USD per share. After the agreement takes effect, Party A shall pay Party B and Party C the share transfer fee of the cash part (680*60%) RMB 4.08 million as agreed, then Party B and Party C shall have 90% of the equity transferred to Party A. Now, after friendly and thorough negotiation, Party A, Party B and Party C have reached the following terms and conditions:
AGREEMENT ON EXCLUSIVE MANAGEMENT, CONSULTING AND TRAINING AND TECHNICAL SERVICE PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Sanhe City Lucksky Electrical Engineering Co., Ltd. July 25, 2014 Agreement on Exclusive...Exclusive Management, Consulting and Training and Technical Service Agreement • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
This Agreement on Exclusive Management, Consulting and Training and Technical Service (“this Agreement”) was signed by the following parties on July 25, 2014 in the People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 3rd, 2016 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators • Nevada
This Agreement and Plan of Merger (the “Agreement” or “Plan”), dated as of July 27, 2016, is by and between Xiangtian (USA) Air Power Co., Ltd., a Delaware corporation (the “XT Delaware”), and Xiangtian (USA) Air Power Co., Ltd., a Nevada corporation (the “XT Nevada”).
Lease AgreementLease Agreement • December 12th, 2018 • XT Energy Group, Inc. • Motors & generators
Party A and party B, on the principle of equality, fairness and justice, and in accordance with relevant national laws and regulations, hereby enter into the following agreements on Party B's usage of Party A's production site, equipment, facilities and office equipments located at NO. 30 Jingwei Sixth Road, Jinghe Industrial Park for production.
Inventory Transfer ContractInventory Transfer Contract • April 24th, 2015 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
As Party A has some inventories that it won’t need for its current production and business which Party B needs, Party B plans to buy the inventories under its possession and control. Through amiable negotiation, Party A and Party B come into this Contract:
Amendment to Project Transfer AgreementProject Transfer Agreement • November 20th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
Party A and Party B reached an agreement on April 25, 2014 about transfer the Lucksky Natural Energy Power Generation System and signed the Agreement at the same day. The Item III-2 said “Party B decides to buy the electricity generation project from Party A; where the concerted installation capacity is 12 MW and the sum approximates RMB 216,000,000 Yuan (specific price is subject to the stipulation in the technical scheme both parties agree on). ”
Contract for Financing LeasingFinancing Leasing Contract • August 4th, 2014 • Xiangtian (Usa) Air Power Co., Ltd. • Transportation services
Legal address:The eastern Side of Residential Area of Power Plant in Sanhe Yanjiao National Development Area and Northern Side of Zhongqing Adhesives Company
Equity Pledge Agreement PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Zhou Jian Fei Wang And PARTY C Xianning Xiangtian Energy Holding Group Co., Ltd. June 10, 2019 Equity Pledge AgreementEquity Pledge Agreement • June 17th, 2019 • XT Energy Group, Inc. • Motors & generators
This Equity Pledge Agreement (the “Agreement”) is executed on July 2019 in the People’s Republic of China (the “PRC”, not inclusive of Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region for the purpose of this Agreement) among:
Equity Investment Fund Escrow AgreementEquity Investment Fund Escrow Agreement • December 20th, 2018 • XT Energy Group, Inc. • Motors & generators
In view of the provisions of the Equity Investment Agreement signed by Parties A, B and C on December 14, 2018, Parties A, B and C hereto, through amicable negotiation, reached the following agreements on RMB 60 million out of RMB 67.50 million of equity investment funds under the supervision of Party D.
