Item
8.01. Other Events.
On
August 25, 2016, Mr. Wei acquired a 100% equity interest in Shenzhen CC Power Corporation, a company organized under the laws
of the People’s Republic of China and an indirect wholly-owned subsidiary of the Company (“CC Power”), pursuant
an Agreement on Equity Transfer between Mr. Wei and Xili Wang, the Company’s former Chief Financial Officer and Secretary.
The Agreement on Equity Transfer provides that Mr. Wei acquired all of the outstanding equity of CC Power for the price of RMB
1 Yuan.
CC
Power is an indirect subsidiary of the Company through a contractual arrangement involving Shenzhen CC Power Investment Consulting
Co. Ltd., a company organized under the laws of the People’s Republic of China and a wholly-owned subsidiary of the Company
(“CC Investment”). In August 2011, CC Investment, CC Power, and Xili Wang entered into a set of controlling agreements,
pursuant to which CC Investment obtained contractual ownership and control of CC Power. On August 25, 2016, in connection with
the change in ownership of CC Power, CC Investment entered into the following contractual agreements with CC Power and/or Mr.
Wei, as the new “CC Power Shareholder,” each of which is enforceable and valid in accordance with the laws of the
People’s Republic of China:
Entrusted
Management Service Agreement
. Pursuant to the Entrusted Management Service Agreement among CC Power, CC Investment, and
the CC Power Shareholder, CC Investment agrees to provide, and CC Power agrees to accept, exclusive management services, including,
without limitation, financial management services, business management services, advertising and marketing services, human resources
management services, and internal control services. The Entrusted Management Service Agreement will remain in effect until the
completion of the acquisition of all the assets or equity of CC Power by CC Investment or its designated third party, as more
fully described in the Exclusive Purchase Option Agreement below.
Technical
Services Agreement
. Pursuant to the Technical Services Agreement among CC Power, CC Investment, and the CC Power Shareholder,
CC Investment agrees to provide, and CC Power agrees to accept, exclusive technical services provided by CC Investment, including,
without limitation, software and technology development services, computer system services, data analysis services, training,
technical consulting services, and import and export consultancy services. The Technical Services Agreement will remain in effect
until the completion of the acquisition of all the assets or equity of CC Power by CC Investment or its designated third party,
as more fully described in the Exclusive Purchase Option Agreement below.
Exclusive
Purchase Option Agreement
. Pursuant to the Exclusive Purchase Option Agreement among CC Power, CC Investment, and the
CC Power Shareholder, the CC Power Shareholder granted CC Investment an irrevocable and exclusive option to acquire the assets
and/or equity of CC Power for nominal consideration, plus the cancellation of all or part of the debt owing under the Loan Agreement
described below. CC Investment may exercise its purchase option at any time.
Loan
Agreement
. Pursuant to the Loan Agreement between CC Investment and the CC Power Shareholder, CC Investment agreed to
lend 10,000,000 RMB to the CC Power Shareholder on an interest-free basis. The loan is to be used solely for the operations of
CC Power. As security for the loan, the CC Power Shareholder agreed to pledge his equity in CC Power, as more fully described
in the Equity Pledge Agreement below.
Equity
Pledge Agreement
. Pursuant to the Equity Pledge Agreement among CC Power, CC Investment, and the CC Power Shareholder,
the CC Power Shareholder agreed to pledge all of his equity interest in CC Power to CC Investment as a guaranty of the performance
of the obligations of the CC Power Shareholder and CC Power under the Loan Agreement, the Entrusted Management Service Agreement,
the Technical Services Agreement, and the Exclusive Purchase Option Agreement. The Equity Pledge Agreement will remain in effect
until all payments due and obligations under the foregoing agreements have been fulfilled by the CC Power Shareholder and/or CC
Power. Pursuant to the terms of the Equity Pledge Agreement, the CC Power Shareholder shall not, among other things, sell, transfer,
mortgage or otherwise dispose of or encumber the pledged equity interests without CC Investment’s prior written consent.
Assignment
and Novation Agreement
. Pursuant to the Assignment and Novation Agreement among CC Power, CC Investment, Xili Wang and
Mr. Wei, the parties acknowledged that the new CC Power controlling agreements have replaced the original controlling agreements
in their entirety, meaning that as of August 25, 2016, Xili Wang assigned to Mr. Wei all of the rights of the CC Power Shareholder
under the CC Power controlling agreements, and Mr. Wei assumed from Xili Wang all of the obligations of the CC Power Shareholder
under such agreements. The Assignment and Novation Agreement provides that the original controlling agreements have been terminated
and replaced in their entirety by the updated controlling agreements. With respect to the Loan Agreement, the Assignment and Novation
Agreement provides that the amount originally borrowed by Xili Wang under the original loan agreement, which was contributed to
the bank account of CC Power, shall be treated as the amount received by Mr. Wei under the Loan Agreement, and that Mr. Wei shall
assume the responsibility to repay the loan and fulfill all the obligations of the borrower under the Loan Agreement.
The
foregoing descriptions of the Agreement on Equity Transfer, Entrusted Management Service Agreement, Technical Services Agreement,
Exclusive Purchase Option Agreement, Loan Agreement, Equity Pledge Agreement and Assignment and Novation Agreement do not purport
to be complete, and are qualified entirely by their reference to the full text of such documents, which are filed as Exhibits
10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 hereto and incorporated herein by reference.