Entrustment Agreement
Exhibit 10.2
Entrustment Agreement
| Consignor: | Jiyuan Tianlong Coking Co., Ltd. |
| Consignee: | Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. |
Based upon mutual sincerity, trust and cooperation, the parties agree as follows:
| 1. | Scope of Entrustment Service |
Management of safety, production, technology, financial and operational matters relating to the assets of Jiyuan Tianlong recorded at December 18, 2013.
| 2. | Term of Entrustment |
From December 18, 2013 to December 17, 2018, for total of 5 years
| 3. | Rights and Obligations of Both Parties |
| (a) | Obligations of Consignor |
| (i) | Subject to Consignor’s rights, Consignor must allow consignee to complete all entrusted matters. |
| (ii) | Consignor must transfer all entrusted equipment and related files, information and data to Consignee, and complete all transfer procedure. |
| (iii) | Consignor shall be responsible for all liabilities incurred prior to the entrustment, and must not allow any such liabilities to affect Consignee’s ability to manage production and operation. |
| (iv) | Upon the expiration or earlier termination of the entrustment period, Consignor must take back from Consignee all entrusted equipment, files, information and data. |
| (b) | Obligations of Consignee |
| (i) | Consignee must complete all entrusted matters within the scope of Consignor’s entrustment and the entrustment period, and must provide a completed work summary and related accounting of the entrusted matters upon request. |
| (ii) | Consignee shall be solely responsible for its management and any profit and loss. |
| (iii) | Consignee shall complete all entrusted matters independently, and may not assign any such matters without Consignor’s prior written consent. |
| (iv) | Consignee may evaluate and audit Consignor’s assets in accordance with Chinese and United States securities laws, and based upon third-party reports, acquire such assets. Consignee shall establish a branch office to manage such assets of Consignor, with any tax reimbursement to be applied against Consignor’s liabilities. |
| (v) | Upon the expiration of the entrustment period, Consignee must return all equipment, files, information and data to Consignor, excepting those it has acquired. |
| 4. | Entrustment Fee |
RMB 100,000.00 per year
| 5. | Liability for Breach |
If any party causes any damage to the other party as a result of its performance of its obligations under the agreement, such breaching party shall, in addition to continuing such obligations, take remedial measures or compensate for such damage.
| 6. | Dispute Resolution |
The parties will attempt to resolve any dispute by negotiation. If negotiation is unsuccessful, then the dispute shall be resolved in accordance with applicable laws.
| 7. | Other Terms |
| (a) | The parties shall negotiate on any matters not addressed herein, and supplement the agreement accordingly. Any such supplement shall have the same legal effect as this agreement. |
| (b) | This agreement shall take effect upon the parties’ signatures or seals. |
| (c) | This agreement shall be in six copies, with each party holding three copies. |
| Consignor: (sealed) | Consignee: (sealed) | |
| Legal representative: /s/ HUANG Zhongping | Legal representative: /s/ LV Jianhua | |
| Date: 12/18/2018 | Date: 12/18/2018 |
