OPTION AGREEMENT (English Translation)

OPTION AGREEMENT 

  (English Translation)

             This
Option Agreement (this "Agreement") is entered into as of 01/05/2010 between and
among China between SKY ACHIEVE HOLDING LIMITED, a company incorporated under
the laws of British Virgin Islands (Party A), located at Xxxxx 0000, 00/X,Xxxxx
0, Xxxxx Xxxx Xxxx City, 00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, HongKong and Beijing
Guoqiang Global Science Technology Development Limited., a company with joint
stock limited liability organized under the laws of the PRC ("Party B"), with
a registered address at 0, Xxxxxx Xxxx, Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx Xxxxxxxx,
Xxxxxxxx 0 xxx XXX 000X, Xxxxxxx Xxxxx, 000000, Mr. KUN,LIU, chairman and shareholder
of Party B ("Chairman"), and each of the shareholders of Party B listed on Appendix
1 of this Agreement (the "Shareholders"). In this Agreement, Party A, Party B,
the Chairman and the Shareholders are referred to collectively in this Agreement
as the "Parties" and each of them is referred to as a "Party." 

RECITALS
 
    A. 
    Party A is a company incorporated in British
      Virgin Islands under the laws of the British Virgin islands, which has the
      expertise in business consulting;  
  
    B. 
    Party B is an development, manufacture dynamic
      lithium battery company with limited liability duly incorporated in Beijing,
      China; 
  
    C. . 
    The Chairman and the Shareholders are shareholders
      of Party B. The Chairman and the Shareholders collectively own more than
      100% of the outstanding equity interest in Party B (each, an "Equity Interest"
      and collectively the "Equity Interest"); 
  
    D. 
    A series of agreements such as the Consulting
      Services Agreement (the "Service Agreement") have been entered into between
      Party A and Party B concurrently with this Agreement; 
  
    E. 
    An Equity Pledge Agreement (the "Equity Pledge
      Agreement") has been entered into by the Parties concurrently herewith;
      
    F. 
    The Parties are entering into this Option Agreement
      in conjunction with the Pledge Agreement, Consulting Services Agreement
      and related agreements. 
  
             NOW
THEREFORE, the Parties to this Agreement hereby agree as follows: 

1. Option Grant 

    1.1 
    Grant of Rights. The Chairman and the Shareholders
      (hereafter collectively referred to as the "Transferor") hereby irrevocably
      grants to Party A an option to purchase or cause any person designated by
      Party A ("Designated Persons") to purchase, to the extent permitted under
      PRC Law, according to the steps determined by Party A, at the price specified
      in Section 1.3 of this Agreement, at any time from the Transferor a portion
      or all of the equity interests held by Transferor in Party B (the "Option").
      No option or similar right shall be granted by Transferor to any third party
      other than Party A and/or the Designated Persons. Party B hereby agrees
      to the granting of the Option by The Chairman and the Shareholders to Party
      A and/or the Designated Persons. The "person" set forth in this clause and
      this Agreement means an individual, corporation, joint venture, partnership,
      enterprise, trust or a non-corporation organization.
  
 1

    1.2 
     Exercise of Rights. According to the stipulations
      of PRC laws and regulations, Party A and/or the Designated Persons may exercise
      Option by issuing a written notice (the "Notice") to the Transferor and
      specifying the equity interest purchased from Transferor (the "Purchased
      Equity Interest") and the manner of purchase. 
  
    1.3 
    Purchase Price. 
  
    1.3.1 
    For Party A to exercise the Option, the purchase
      price of the Purchased Equity Interest ("Purchase Price") shall be equal
      to the original paid-in price of the Purchased Equity Interest by the Transferor,
      unless the applicable PRC laws and regulations require appraisal of the
      equity interests or stipulate other restrictions on the purchase price of
      equity interests. 
  
    1.3.2 
    If the applicable PRC laws require appraisal
      of the equity interests or stipulates other restrictions on the purchase
      price of the Equity Interest at the time that Party A exercise the Option,
      the Parties agree that the Purchase Price shall be set at the lowest price
      permissible under the applicable laws. 
  
    1.4 
    Transfer of the Purchased Equity Interest.
      Upon each exercise of the Option rights under this Agreement: 
  
    1.4.1 
    Party B shall convene a shareholders' meeting
      upon request by the Transferor, and Transferor agrees to call such meeting.
      During the meeting, resolutions shall be proposed, approving the transfer
      of the appropriate Equity Interest to Party A and/or the Designated Persons;
      
    1.4.2 
    The Transferor shall, upon the terms and conditions
      of this Agreement and the Notice related to the Purchased Equity Interest,
      enter into Equity Interest purchase agreement in a form reasonably acceptable
      to Party A, with Party A and/or the Designated Persons (as applicable);
      
    1.4.3 
    The related parties shall execute all other
      requisite contracts, agreements or documents, obtain all requisite approval
      and consent of the government, conduct all necessary actions, without any
      security interest, transfer the valid ownership of the Purchased Equity
      Interest to Party A and/or the Designated Persons, and cause Party A and/or
      the Designated Persons to be the registered owner of the Purchased Equity
      Interest. In this clause and this Agreement, "Security Interest" means any
      mortgage, pledge, the right or interest of the third party, any purchase
      right of equity interest, right of acquisition, right of first refusal,
      right of set-off, ownership detainment or other security arrangements, however,
      it does not include any security interest created under the Equity Pledge
      Agreement. 
  
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    1.5 
     Payment. The payment of the Purchase Price
      shall be determined by the consultation of Party A and/or the Designated
      Persons with the Transferor according to the applicable laws at the time
      of exercise of the Option. 
  
2. Promises Relating Equity Interest. 

    2.1 
    Promises Related to Party B. Party B, the Chairman
      and the Shareholders hereby promise: 
  
    2.1.1 
    Without prior written consent by Party A, not,
      in any form, to supplement, change or renew the Articles of Association
      of Party B, to increase or decrease registered capital of the corporation,
      or to change the structure of the registered capital in any other forms;
      
    2.1.2 
    According to customary fiduciary standards
      applicable to managers with respect to corporations and their shareholders,
      to maintain the existence of the corporation, prudently and effectively
      operate the business; 
  
    2.1.3 
    Without prior written consent by Party A, not,
      upon the execution of this Agreement, to sell, transfer, mortgage or dispose,
      in any other form, any asset, legitimate or beneficial interest of business
      or income of Party B, or encumber or approve any encumbrance or imposition
      of any security interest on Party A's assets; 
  
    2.1.4 
    Without prior written notice by Party A, not
      issue or provide any guarantee or permit the existence of any debt, other
      than (i) the debt arising from normal or daily business but not from borrowing;
      and (ii) the debt disclosed to Party A and obtained the written consent
      from Party A; 
  
    2.1.5 
    To normally operate all business to maintain
      the asset value of Party B, without taking any action or failing to take
      any action that would result in a material adverse effect on the business
      or asset value of Party B; 
  
    2.1.6 
    Without prior written consent by Party A, not
      to enter into any material agreement, other than agreements in the ordinary
      course of business (for purposes of this paragraph, if the amount of the
      Agreement involves an amount that exceeds a hundred thousand Yuan (RMB 100,000)
      the agreement shall be deemed material); 
  
    2.1.7 
    Without prior written consent by Party A, not
      to provide loan or credit loan to any others; 
  
    2.1.8 
    Upon the request of Party A, to provide all
      materials of operation and finance relevant to Party B to the extent they
      are in possession of such materials; 
  
 3

    2.1.9 
     Purchase and hold insurance from an insurance
      company acceptable to Party A, and the insurance amount and category shall
      be the same with those held by the companies in the same industry or field,
      operating the similar business and owning the similar properties and assets
      as Party B; 
  
    2.1.10 Without prior written consent by Party
      A, not to cause Party B to merge or associate with any person, or acquire
      or invest in any person; 
  
    2.1.11 To notify Party A of the occurrence
      or the potential occurrence of the litigation, arbitration or administrative
      procedure related to the assets, business and income of Party B; 
  
    2.1.12 To cause Party B to maintain and preserve
      its assets, and to execute all requisite or appropriate documents, take
      all requisite or appropriate actions, and pursue all appropriate claims,
      or make requisite or appropriate pleas for all claims; 
  
    2.1.13 Without prior written notice by Party
      A, not to assign equity interests to shareholders in any form; however,
      Party A shall distribute all or part of its distributable profits to their
      own shareholders upon request by Party A; 
  
    2.1.14 According to the request of Party A,
      to appoint any person designated by Party A to be the directors of Party
      B. 
  
    2.2 
    Promises Related to Transferor. The Chairman
      and the Shareholders hereby promise: 
  
    2.2.1 
    Without prior written consent by Party A, not,
      upon the execution of this Agreement, to sell, transfer, mortgage or dispose
      in any other form any legitimate or beneficial interest of equity interest,
      or to approve any other security interest set on it, with the exception
      of the pledge set on the equity interest of the Transferor subject to Equity
      Pledge Agreement; 
  
    2.2.2 
    Without the prior written notice by Party A,
      not to decide or support or execute any shareholder resolution at any shareholder
      meeting of Party B that approves any sale, transfer, mortgage or dispose
      of any legitimate or beneficial interest of equity interest, or allows any
      other security interest set on it, other than the pledge on the equity interests
      of Transferor pursuant to Equity Pledge Agreement; 
  
    2.2.3 
    Without prior written notice by Party A, the
      Parties shall not agree or support or execute any shareholder resolution
      at any shareholder meeting of Party B that approves Party B's merger or
      association with any person, acquisition of any person or investment in
      any person; 
  
 4

    2.2.4 
     To notify Party A the occurrence or the potential
      occurrence of the litigation, arbitration or administrative procedure related
      to the equity interest owned by them; 
  
    2.2.5 
    To cause the Board of Directors of Party B
      to approve the transfer of the Purchased Equity Interest subject to this
      Agreement; 
  
    2.2.6 
    In order to keep its ownership of the equity
      interest, to execute all requisite or appropriate documents, conduct all
      requisite or appropriate actions, and make all requisite or appropriate
      claims, or make requisite or appropriate defend against fall claims of compensation;
      
    2.2.7 
    Upon the request of Party A, to appoint any
      person designated by Party A to be the directors of Party B; 
  
    2.2.8 
    Upon the request of Party A at any time, to
      transfer its Equity Interest immediately to the representative designated
      by Party A unconditionally at any time and abandon its prior right of first
      refusal of such equity interest transferring to another available shareholder;
      
    2.2.9 
    To prudently comply with the provisions of
      this Agreement and other Agreements entered into collectively or respectively
      by the Transferor, Party B and Party A and perform all obligations under
      these Agreements, without taking any action or any nonfeasance that sufficiently
      affects the validity and enforceability of these Agreements; 
  
3. Representations and Warranties. As of the execution date of this Agreement
and every transferring date, Party B, the Chairman and the Shareholders hereby
jointly and severally represent and warrant collectively and respectively to Party
A as follows: 

    3.1 
    It has the power and ability to enter into
      and deliver this Agreement, and any equity interest transferring Agreement
      ("Transferring Agreement," respectively) having it as a party, for every
      single transfer of the Purchased Equity Interest according to this Agreement,
      and to perform its obligations under this Agreement and any Transferring
      Agreement. Upon execution, this Agreement and the Transferring Agreements
      having it as a party will constitute a legal, valid and binding obligation
      of it enforceable against it in accordance with its terms; 
  
    3.2 
    To its knowledge and without independent verification,
      the execution, delivery of this Agreement and any Transferring Agreement
      and performance of the obligations under this Agreement and any Transferring
      Agreement will not: (i) cause to violate any relevant laws and regulations
      of PRC; (ii) constitute a conflict with its Articles of Association or other
      organizational documents (if an entity); (iii) cause to breach any Agreement
      or instruments to which it is a party or having binding obligation on it,
      or constitute the breach under any Agreement or instruments to which it
      is a party or having binding obligation on it; (iv) cause to violate relevant
      authorization of any consent or approval to it and/or any continuing valid
      condition; or (v) cause any consent or approval authorized to it to be suspended,
      removed, or into which other requests be added; 
  
 5

    3.3 
     The shares of Party B are transferable, and
      Party B has not permitted or caused any security interest to be imposed
      upon the shares of Party B. 
  
    3.4 
    Party B does not have any unpaid debt, other
      than (i) debt arising from its normal business; and (ii) debt disclosed
      to Party A and obtained by written consent of Party A; 
  
    3.5 
    Party B has complied with all PRC laws and
      regulations applicable to the acquisition of assets and securities in connection
      with this Agreement; 
  
    3.6 
    No litigation, arbitration or administrative
      procedure relevant to the Equity Interests and assets of Party B or Party
      B itself is in process or to be settled and the Parties have no knowledge
      of any pending or threatened claim; 
  
    3.7 
    The Transferor bears the fair and salable ownership
      of its Equity Interest free of encumbrances of any kind, other than the
      security interest pursuant to the Equity Pledge Agreement. 
  
4. Assignment of Agreement 

    4.1 
    Party B, the Chairman and the Shareholders
      shall not transfer their rights and obligations under this Agreement to
      any third party without the prior written consent of the Party A. 
  
    4.2 
    Party B, the Chairman and the Shareholders
      hereby agree that Party A shall be able to transfer all of its rights and
      obligation under this Agreement to any third party with its needs, and such
      transfer shall only be subject to a written notice sent to Party B, the
      Chairman and the Shareholders by Party A, and no any further consent from
      Party B, the Chairman and the Shareholders will be required. 
  
5. Effective Date and Term 

    5.1 
    This Agreement shall be effective as of the
      date first set forth above.  
  
    5.2 
    The term of this Agreement is ten (10) years
      unless the early termination in accordance with this Agreement or other
      terms of the relevant agreements stipulated by the Parties. This Agreement
      may be extended according to the written consent of Party A before the expiration
      of this Agreement. The term of extension will be decided unanimously through
      mutual agreement of the Parties. 
  
    5.3 
    If Party A or Party B terminates by the expiration
      of its operating period (including any extended period) or other causes
      in the term set forth in Section 5.2, this Agreement shall be terminated
      simultaneously, except Party A has transferred its rights and obligations
      in accordance with Section 4.2 of this Agreement. 
  
 6

6. Applicable Law and Dispute Resolution 

    6.1 
    Applicable Law. The execution, validity, construing
      and performance of this Agreement and the resolution of disputes under this
      Agreement shall be governed by the laws of PRC. 
  
    6.2 
    Dispute Resolution. The parties shall strive
      to settle any dispute arising from the interpretation or performance 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 (the "CIETAC") in accordance with
      its rules. Arbitration shall take place in Beijing and the proceedings shall
      be conducted in Chinese. Any resulting arbitration award shall be final
      conclusive and binding upon both parties. 
  
7. Taxes and Expenses. Each Party shall, according to the PRC laws,
bear any and all registering taxes, costs and expenses for equity transfer arising
from the preparation and execution of this Agreement and all Transferring Agreements,
and the completion of the transactions under this Agreement and all Transferring
Agreements. 

8. Notices. Notices or other communications required to be given by any party
pursuant to this Agreement shall be written in English and Chinese and delivered
personally or sent by registered mail or postage prepaid mail or by a recognized
courier service or by facsimile transmission to the address of relevant each party
or both parties set forth below or other address of the party or of the other
addressees specified by such party from time to time. The date when the notice
is deemed to be duly served shall be determined as the follows: (a) a notice delivered
personally is deemed duly served upon the delivery; (b) a notice sent by mail
is deemed duly served the tenth (10th) day after the date when the air registered
mail with postage prepaid has been sent out (as is shown on the postmark), or
the fourth (4th) day after the delivery date to the internationally recognized
courier service agency; and (c) a notice sent by facsimile transmission is deemed
duly served upon the receipt time as is shown on the transmission confirmation
of relevant documents. 

 7

    Party A: 
    SKY ACHIEVE HOLDING LIMITED 
  
    Address: 
    Xxxxx 0000, 00/X,Xxxxx 0, Xxxxx Xxxx Xxxx Xxxx,
      00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, XxxxXxxx 
  
    Fax: 
    000-00000000 
  
    Phone: 
    000-00000000 
  
    Party B: 
    Beijing Guoqiang Global Science Technology
      Development Limited 
  
    Address: 
    0, Xxxxxx Xxxx, Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx
      Xxxxxxxx, Xxxxxxxx 0 xxx XXX 000X, Xxxxxxx Xxxxx, 000000 
  
    Fax: 
    00-000-00000000 
  
    Phone: 
    00-000-00000000 
  
    Chairman: 
    To the address printed on the signature page
      hereto. 
  
    Shareholders: 
    To the respective addresses printed on the
      signature pages hereto. 
  
9. Confidentiality. The Parties acknowledge and confirm any oral
or written materials exchanged by the Parties in connection with this Agreement
are confidential. The Parties shall maintain the secrecy and confidentiality of
all such materials. Without the written approval by the other Parties (except
that written approval of the Shareholders shall not be required), any Party shall
not disclose to any third party any relevant materials, but the following circumstances
shall be excluded: 

    9.1 
    The materials that is known or may be known
      by the general public (but not include the materials disclosed by each party
      receiving the materials); 
  
    9.2 
    The materials required to be disclosed subject
      to the applicable laws or the rules or provisions of stock exchange; or
      
    9.3 
    The materials disclosed by each Party to its
      legal or financial consultant relating the transaction of this Agreement,
      and this legal or financial consultant shall comply with the confidentiality
      set forth in this Section. The disclosure of the confidential materials
      by staff or employed institution of any Party shall be deemed as the disclosure
      of such materials by such Party, and such Party shall bear the liabilities
      for breaching the contract. This clause shall survive whatever this Agreement
      is invalid, amended, revoked, terminated or unable to implement by any reason.
      
10. Further Warranties. The Parties agree to promptly execute documents
reasonably required to perform the provisions and the aim of this Agreement or
documents beneficial to it, and to take actions reasonably required to perform
the provisions and the aim of this Agreement or actions beneficial to it. 

11. Miscellaneous. 

    11.1 
     Amendment, Modification and Supplement. Any
      amendment and supplement to this Agreement shall only be effective is made
      by the Parties in writing. 
  
    11.2 
    Entire Agreement. Notwithstanding the Article
      5 of this Agreement, the Parties acknowledge that this Agreement constitutes
      the entire agreement of the Parties with respect to the subject matters
      therein and supercede and replace all prior or contemporaneous agreements
      and understandings in verb or/and in writing. 
  
 8

    11.3 
     Severability. If any provision of this Agreement
      is judged as invalid or non-enforceable according to relevant Laws, the
      provision shall be deemed invalid only within the applicable laws and regulations
      of the PRC, and the validity, legality and enforceability of the other provisions
      hereof shall not be affected or impaired in any way. The Parties shall,
      through fairly consultation, replace those invalid, illegal or non-enforceable
      provisions with valid provisions that may bring the similar economic effects
      with the effects caused by those invalid, illegal or non-enforceable provisions.
      
    11.4 
    Headings. The headings contained in this Agreement
      are for the convenience of reference only and shall not affect the interpretation,
      explanation or in any other way the meaning of the provisions of this Agreement.
      
    11.5 
    Language and Copies. This Agreement has been
      executed in Chinese in duplicate originals; each Party holds one (1) original
      and each duplicate original shall have the same legal effect. 
  
    11.6 
    Successor. This Agreement shall bind and benefit
      the successor of each Party and the transferee allowed by each Party. 
  
    11.7 
    Survival. Any obligation taking place or at
      term hereof prior to the end or termination ahead of the end of this Agreement
      shall continue in force and effect notwithstanding the occurrence of the
      end or termination ahead of the end of the Agreement. Article 6, Article
      8, Article 9 and Section 11.7 hereof shall continue in force and effect
      after the termination of this Agreement. 
  
    11.8 
    Waiver. Any Party may waive the terms and conditions
      of this Agreement in writing with the signature of the Parties. Any waiver
      by a Party to the breach by other Parties within certain situation shall
      not be construed as a waiver to any similar breach by other Parties within
      other situations. 
  
    [SIGNATURE PAGES FOLLOW] 

 9

  SIGNATURE PAGES

             IN
WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above. 

PARTY A: 

SKY ACHIEVE HOLDING LIMITED 

By:    /s/ Xxxxxx Xx             

Name: YOUHUA, YU 

Title: Chairman 

PARTY B: 

Beijing Guoqiang Global Science Technology Development Limited 

By:    /s/ Xxx Xxx                     

Name: XXX XXX 

Title: Chairman 

CHAIRMAN: 

   /s/ Xxxxxx Xx             

YOU HUA, YU 

 10

  SIGNATURE PAGE FOR SHAREHOLDERS

SHAREHOLDERS: Xxx Xxx 

[SIGNATURES PAGES FOR SHAREHOLDERS FOLLOWS]

By:    /s/ Xxx Xxx                     

Name: XXX XXX 

 11

Document Metadata

Table of Contents

OPTION AGREEMENT (English Translation)

Document Metadata

A.	Party A is a company incorporated in British Virgin Islands under the laws of the British Virgin islands, which has the expertise in business consulting;

B.	Party B is an development, manufacture dynamic lithium battery company with limited liability duly incorporated in Beijing, China;

C. .	The Chairman and the Shareholders are shareholders of Party B. The Chairman and the Shareholders collectively own more than 100% of the outstanding equity interest in Party B (each, an "Equity Interest" and collectively the "Equity Interest");

D.	A series of agreements such as the Consulting Services Agreement (the "Service Agreement") have been entered into between Party A and Party B concurrently with this Agreement;

E.	An Equity Pledge Agreement (the "Equity Pledge Agreement") has been entered into by the Parties concurrently herewith;

F.	The Parties are entering into this Option Agreement in conjunction with the Pledge Agreement, Consulting Services Agreement and related agreements.

	1.2	Exercise of Rights. According to the stipulations of PRC laws and regulations, Party A and/or the Designated Persons may exercise Option by issuing a written notice (the "Notice") to the Transferor and specifying the equity interest purchased from Transferor (the "Purchased Equity Interest") and the manner of purchase.

	1.3	Purchase Price.

	1.3.1	For Party A to exercise the Option, the purchase price of the Purchased Equity Interest ("Purchase Price") shall be equal to the original paid-in price of the Purchased Equity Interest by the Transferor, unless the applicable PRC laws and regulations require appraisal of the equity interests or stipulate other restrictions on the purchase price of equity interests.

	1.3.2	If the applicable PRC laws require appraisal of the equity interests or stipulates other restrictions on the purchase price of the Equity Interest at the time that Party A exercise the Option, the Parties agree that the Purchase Price shall be set at the lowest price permissible under the applicable laws.

	1.4.1	Party B shall convene a shareholders' meeting upon request by the Transferor, and Transferor agrees to call such meeting. During the meeting, resolutions shall be proposed, approving the transfer of the appropriate Equity Interest to Party A and/or the Designated Persons;

	1.4.2	The Transferor shall, upon the terms and conditions of this Agreement and the Notice related to the Purchased Equity Interest, enter into Equity Interest purchase agreement in a form reasonably acceptable to Party A, with Party A and/or the Designated Persons (as applicable);

	1.4.3	The related parties shall execute all other requisite contracts, agreements or documents, obtain all requisite approval and consent of the government, conduct all necessary actions, without any security interest, transfer the valid ownership of the Purchased Equity Interest to Party A and/or the Designated Persons, and cause Party A and/or the Designated Persons to be the registered owner of the Purchased Equity Interest. In this clause and this Agreement, "Security Interest" means any mortgage, pledge, the right or interest of the third party, any purchase right of equity interest, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements, however, it does not include any security interest created under the Equity Pledge Agreement.

	2.1.1	Without prior written consent by Party A, not, in any form, to supplement, change or renew the Articles of Association of Party B, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital in any other forms;

	2.1.2	According to customary fiduciary standards applicable to managers with respect to corporations and their shareholders, to maintain the existence of the corporation, prudently and effectively operate the business;

	2.1.3	Without prior written consent by Party A, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose, in any other form, any asset, legitimate or beneficial interest of business or income of Party B, or encumber or approve any encumbrance or imposition of any security interest on Party A's assets;

	2.1.4	Without prior written notice by Party A, not issue or provide any guarantee or permit the existence of any debt, other than (i) the debt arising from normal or daily business but not from borrowing; and (ii) the debt disclosed to Party A and obtained the written consent from Party A;

	2.1.5	To normally operate all business to maintain the asset value of Party B, without taking any action or failing to take any action that would result in a material adverse effect on the business or asset value of Party B;

	2.1.6	Without prior written consent by Party A, not to enter into any material agreement, other than agreements in the ordinary course of business (for purposes of this paragraph, if the amount of the Agreement involves an amount that exceeds a hundred thousand Yuan (RMB 100,000) the agreement shall be deemed material);

	2.1.7	Without prior written consent by Party A, not to provide loan or credit loan to any others;

	2.1.8	Upon the request of Party A, to provide all materials of operation and finance relevant to Party B to the extent they are in possession of such materials;

	2.1.9	Purchase and hold insurance from an insurance company acceptable to Party A, and the insurance amount and category shall be the same with those held by the companies in the same industry or field, operating the similar business and owning the similar properties and assets as Party B;

		2.1.10 Without prior written consent by Party A, not to cause Party B to merge or associate with any person, or acquire or invest in any person;

		2.1.11 To notify Party A of the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the assets, business and income of Party B;

		2.1.12 To cause Party B to maintain and preserve its assets, and to execute all requisite or appropriate documents, take all requisite or appropriate actions, and pursue all appropriate claims, or make requisite or appropriate pleas for all claims;

		2.1.13 Without prior written notice by Party A, not to assign equity interests to shareholders in any form; however, Party A shall distribute all or part of its distributable profits to their own shareholders upon request by Party A;

		2.1.14 According to the request of Party A, to appoint any person designated by Party A to be the directors of Party B.

	2.2.1	Without prior written consent by Party A, not, upon the execution of this Agreement, to sell, transfer, mortgage or dispose in any other form any legitimate or beneficial interest of equity interest, or to approve any other security interest set on it, with the exception of the pledge set on the equity interest of the Transferor subject to Equity Pledge Agreement;

	2.2.2	Without the prior written notice by Party A, not to decide or support or execute any shareholder resolution at any shareholder meeting of Party B that approves any sale, transfer, mortgage or dispose of any legitimate or beneficial interest of equity interest, or allows any other security interest set on it, other than the pledge on the equity interests of Transferor pursuant to Equity Pledge Agreement;

	2.2.3	Without prior written notice by Party A, the Parties shall not agree or support or execute any shareholder resolution at any shareholder meeting of Party B that approves Party B's merger or association with any person, acquisition of any person or investment in any person;

	2.2.4	To notify Party A the occurrence or the potential occurrence of the litigation, arbitration or administrative procedure related to the equity interest owned by them;

	2.2.5	To cause the Board of Directors of Party B to approve the transfer of the Purchased Equity Interest subject to this Agreement;

	2.2.6	In order to keep its ownership of the equity interest, to execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defend against fall claims of compensation;

	2.2.7	Upon the request of Party A, to appoint any person designated by Party A to be the directors of Party B;

	2.2.8	Upon the request of Party A at any time, to transfer its Equity Interest immediately to the representative designated by Party A unconditionally at any time and abandon its prior right of first refusal of such equity interest transferring to another available shareholder;

	2.2.9	To prudently comply with the provisions of this Agreement and other Agreements entered into collectively or respectively by the Transferor, Party B and Party A and perform all obligations under these Agreements, without taking any action or any nonfeasance that sufficiently affects the validity and enforceability of these Agreements;

	3.1	It has the power and ability to enter into and deliver this Agreement, and any equity interest transferring Agreement ("Transferring Agreement," respectively) having it as a party, for every single transfer of the Purchased Equity Interest according to this Agreement, and to perform its obligations under this Agreement and any Transferring Agreement. Upon execution, this Agreement and the Transferring Agreements having it as a party will constitute a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

	3.2	To its knowledge and without independent verification, the execution, delivery of this Agreement and any Transferring Agreement and performance of the obligations under this Agreement and any Transferring Agreement will not: (i) cause to violate any relevant laws and regulations of PRC; (ii) constitute a conflict with its Articles of Association or other organizational documents (if an entity); (iii) cause to breach any Agreement or instruments to which it is a party or having binding obligation on it, or constitute the breach under any Agreement or instruments to which it is a party or having binding obligation on it; (iv) cause to violate relevant authorization of any consent or approval to it and/or any continuing valid condition; or (v) cause any consent or approval authorized to it to be suspended, removed, or into which other requests be added;

	3.3	The shares of Party B are transferable, and Party B has not permitted or caused any security interest to be imposed upon the shares of Party B.

	3.4	Party B does not have any unpaid debt, other than (i) debt arising from its normal business; and (ii) debt disclosed to Party A and obtained by written consent of Party A;

	3.5	Party B has complied with all PRC laws and regulations applicable to the acquisition of assets and securities in connection with this Agreement;

	3.6	No litigation, arbitration or administrative procedure relevant to the Equity Interests and assets of Party B or Party B itself is in process or to be settled and the Parties have no knowledge of any pending or threatened claim;

	3.7	The Transferor bears the fair and salable ownership of its Equity Interest free of encumbrances of any kind, other than the security interest pursuant to the Equity Pledge Agreement.

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

	4.2	Party B, the Chairman and the Shareholders hereby agree that Party A shall be able to transfer all of its rights and obligation under this Agreement to any third party with its needs, and such transfer shall only be subject to a written notice sent to Party B, the Chairman and the Shareholders by Party A, and no any further consent from Party B, the Chairman and the Shareholders will be required.

	5.1	This Agreement shall be effective as of the date first set forth above.

	5.2	The term of this Agreement is ten (10) years unless the early termination in accordance with this Agreement or other terms of the relevant agreements stipulated by the Parties. This Agreement may be extended according to the written consent of Party A before the expiration of this Agreement. The term of extension will be decided unanimously through mutual agreement of the Parties.

	5.3	If Party A or Party B terminates by the expiration of its operating period (including any extended period) or other causes in the term set forth in Section 5.2, this Agreement shall be terminated simultaneously, except Party A has transferred its rights and obligations in accordance with Section 4.2 of this Agreement.

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

	6.2	Dispute Resolution. The parties shall strive to settle any dispute arising from the interpretation or performance 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 (the "CIETAC") in accordance with its rules. Arbitration shall take place in Beijing and the proceedings shall be conducted in Chinese. Any resulting arbitration award shall be final conclusive and binding upon both parties.

Party A:	SKY ACHIEVE HOLDING LIMITED
Address:	Xxxxx 0000, 00/X,Xxxxx 0, Xxxxx Xxxx Xxxx Xxxx, 00 Xxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, XxxxXxxx

Fax:	000-00000000
Phone:	000-00000000

Party B:	Beijing Guoqiang Global Science Technology Development Limited
Address:	0, Xxxxxx Xxxx, Xxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx Xxxxxxxx, Xxxxxxxx 0 xxx XXX 000X, Xxxxxxx Xxxxx, 000000

Fax:	00-000-00000000
Phone:	00-000-00000000

Chairman:	To the address printed on the signature page hereto.

Shareholders:	To the respective addresses printed on the signature pages hereto.

	9.1	The materials that is known or may be known by the general public (but not include the materials disclosed by each party receiving the materials);

	9.2	The materials required to be disclosed subject to the applicable laws or the rules or provisions of stock exchange; or

	9.3	The materials disclosed by each Party to its legal or financial consultant relating the transaction of this Agreement, and this legal or financial consultant shall comply with the confidentiality set forth in this Section. The disclosure of the confidential materials by staff or employed institution of any Party shall be deemed as the disclosure of such materials by such Party, and such Party shall bear the liabilities for breaching the contract. This clause shall survive whatever this Agreement is invalid, amended, revoked, terminated or unable to implement by any reason.

	11.1	Amendment, Modification and Supplement. Any amendment and supplement to this Agreement shall only be effective is made by the Parties in writing.

	11.2	Entire Agreement. Notwithstanding the Article 5 of this Agreement, the Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supercede and replace all prior or contemporaneous agreements and understandings in verb or/and in writing.

	11.3	Severability. If any provision of this Agreement is judged as invalid or non-enforceable according to relevant Laws, the provision shall be deemed invalid only within the applicable laws and regulations of the PRC, and the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall, through fairly consultation, replace those invalid, illegal or non-enforceable provisions with valid provisions that may bring the similar economic effects with the effects caused by those invalid, illegal or non-enforceable provisions.

	11.4	Headings. The headings contained in this Agreement are for the convenience of reference only and shall not affect the interpretation, explanation or in any other way the meaning of the provisions of this Agreement.

	11.5	Language and Copies. This Agreement has been executed in Chinese in duplicate originals; each Party holds one (1) original and each duplicate original shall have the same legal effect.

	11.6	Successor. This Agreement shall bind and benefit the successor of each Party and the transferee allowed by each Party.

	11.7	Survival. Any obligation taking place or at term hereof prior to the end or termination ahead of the end of this Agreement shall continue in force and effect notwithstanding the occurrence of the end or termination ahead of the end of the Agreement. Article 6, Article 8, Article 9 and Section 11.7 hereof shall continue in force and effect after the termination of this Agreement.

	11.8	Waiver. Any Party may waive the terms and conditions of this Agreement in writing with the signature of the Parties. Any waiver by a Party to the breach by other Parties within certain situation shall not be construed as a waiver to any similar breach by other Parties within other situations.



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