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”).
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 Zhou Dengrong And PARTY C Xianning Xiangtian Energy Holding Group Co., Ltd. September 30, 2018 Exclusive Option AgreementExclusive Option Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
This Exclusive Option Agreement (the “Agreement”) is executed on [ ] 2018 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.
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).
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).
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:
Termination AgreementTermination Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
In This Agreement, VIE Company, WFOE, LuckSky HK, LuckSky Holding and Existing Shareholders are referred to below as “Each Party” and collectively as “Parties”.
Equity Pledge Agreement PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B ZhouJian Zhou Dengrong And PARTY C Xianning Xiangtian Energy Holding Group Co., Ltd. September 30, 2018 Equity Pledge AgreementEquity Pledge Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
This Equity Pledge Agreement (the “Agreement”) is executed 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) among:
FRAMEWORK AGREEMENT ON BUSINESS COOPERATION By PARTY A Luck Sky (Shen Zhen) Aerodynamic Electricity Limited And PARTY B Xianning Xiangtian Energy Holding Group Co., Ltd. September 30, 2018 Framework Agreement on Business CooperationFramework Agreement • October 30th, 2018 • Xiangtian (Usa) Air Power Co., Ltd. • Motors & generators
This Framework Agreement on Business Cooperation (“this Agreement”) is made and entered into this day of 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) by and between:
