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SOLE LICENCE CONTRACT FOR PATENTED TECHNOLOGY OF SANJING SAJ8000G FREQUENCY TRANSFORMER SYSTEM TECHNOLONGYCONTENTSSection 1 DefinitionSection 2 Scope of the contractSection 3 Price of the contract Section 4 Conditions of Payment Section 5 Delivery and improvement of the Technical DocumentationSection 6 Infringements and GuaranteesSection 7 Taxes and Duties Section 8 Dispute SettlementsSection 9 Effectiveness of the Contract and Miscellaneous AppendixesAppendixes 1. Name, Content of Patent Documents and Application of the Patents Appendixes 2. Models, Specifications and Technical Indices of the Contract Products Appendixes 3. The Starting Date and Counting Methods of RoyaltyAppendixes 4. The Contents and Methods of Licensors AuditingLicence contract for Patented Technology of SANJING SAJ8000G Frequency Transformer SystemSignature Date：July 10th, 2011Signature Place:Guangzhou city, Guangdong province, ChinaContract No. :11ZG0005China, Guangzhou，Guangdong Zhigao Air Conditioner Limited Liability Company (hereinafter referred to as “Licensee”) on the one hand, and Japan Sanyo Electric Company (hereinafter referred to as “Licensor”) on the other hand;Whereas the patent right of SANJING SAJ8000G Frequency Transformer System is owned by Licensor;Whereas Licensor has the right and agreed to grant Licensee the right to use, manufacture and sell the Contract Products of the Patented Technology;Whereas Licensee hopes to use the Patented Technology of Licensor to manufacture and sell the Contract Products;Both Parties authorized representatives, through friendly negotiation, have agreed to enter into this Contract under the terms as stipulated below:Section 1 Definitions1.1 “Patented Technology ” means the technology which has written in Appendix 1 to the Contract , it was approved by China Patent office in 20050520 and granted the patent right ,the patent number is 00208595.1.2 “Licensor ” means Japan , Tokyo, Sanyo Electric Company or the legal representative, or agency and the property successor of the Company.1.3 “Licensee” means China Zhigao Air conditioner Limited Liability Company, or the legal representative, or agency and the property successor of the Company.1.4 “the Contract Products” means the products stipulated in Appendix 2 to the Contract.1.5 “The Contract Factory” means the factory which manufactures the contract products; it is located in Guangdong City, Guangzhou province and named Zhigao Factory.1.6 “Net Selling Price ” means the remaining sum which the selling commercial invoice price deducts the packing expense, transportation expense, insurance premium, commission, commercial discounts, taxes and expenses for boughtout elements and parts etc.1.7 “The Patent Documents” means all related documents covered in appendix 1 to the contract.1.8 “The Date of Coming into Effect of The Contract” means the date of ratification of the contract by the competent authorities of both parties, whichever comes later.Section 2 Scope of the Contract2.1 Licensee has agreed to obtain from Japan Sanyo Electric Company, Licensor has agreed to grant Licensee the right to design, manufacture and sell the Contract Products. The name, model, specification and technical indices of the Contract Products are detailed in Appendix to the Contract.2.2 Licensor has agreed to grant Licensee the licence and right to design, manufacture, use, sell and export the Contract Products in China .The licence and right are nonexclusive and untransferable. 2.3 Licensor has been responsible to provide Licensee with the Patented Documents of the Contract Products, including the name, content, application for patent and number of the patent etc. The specific documentation is detailed in Appendix to the Contract.2.4 In the course of implementation of the Contract, Licensor has obligation, upon the request of Licensee, to provide Licensee at the best favorable price with the technical services or some components, spare parts and raw materials which are necessary for manufacturing the Contract Products. When the time comes, both parties will sign the new contract through friendly consultation.2.5 Licensor has agreed to grant Licensee the licence and right to use the trade mark of Licensorand use the combination trade mark of both parties or mark the wording production according to Japan Sanyo Electric Companys licence on the Contract Products.Section 3 Price of the Contract3. l Price of the Contract shall be calculated on Initial Payment and Royalty Payment in accordance with the content and scope stipulated in Section 2 to the Contract and shall be paid in USD.3.2 The Initial Payment of the contract shall be 23,205,000USD.（SAY : twenty-three point two million） and shall be fixed price.3.3 Royalty under the Contract shall be paid from 2 months after the date of coming into effect of the Contract in terms of Calendar Year. The date of settling accounts shall be 31, December of each year. 3.4 Royalty at the rate of 3.6% ( 3.6percent) shall be calculated in terms of Net Selling Price after the Contract Products are sold in this year, the Contract Products which not sold shall not be included.3.5 The report of the selling quantity, net selling amount of the Contract Products and Royalty which should be paid in last year shall be submitted to Licensorin written form by Licensee within10 (ten) days after the date of settling accounts to Royalty. The specific methods which calculate net selling amount and Royalty are detailed in Appendix to the Contract.3.6 If Licensor demands to audit the accounts of Licensee, it shall notice Licensee within 10 (ten) days after receiving the written notice of Licensee in accordance with Section 3.4 of the Contract. Section 4 Conditions of Payment4.1 Royalty stipulated in Section 3 to the Contract shall be effected by Licensee to Licensor through the China Bank and the Bank of Tokyo , payment shall be settled in RMB.4.2 Licensor shall immediately issue the related documents of SANJING SAJ8000G Frequency Transformer System after receiving the written notice submitted by Licensee in accordance with Section 3.4 of the Contract, the Royalty shall be paid by China Zhigao Air conditioner Limited liability Company to Licensor within 30 (thirty) days after Licensee has received the following documents which are provided- by Licensor and found them in conformity with the stipulations of the Contract:A. Four copies of the statement on calculation of the royalty;B. Four copies of the commercial invoice;C. Two copies of the sight draft.4.3 Licensee shall have the right to deduct from any of the above mentioned payment the penalties and compensations which Licensor shall pay in accordance with the stipulations of the Contract.Section 5 Delivery and Improvement of the Technical Documentation5.1 The Patent name, content and related situation which licensor applied for the patent from China Patent Office shall be provided by Licensor to Licensee in accordance with stipulations in Appendix 2 to the Contract. 5.2 The Patent Documents stipulated in Section 5.1 to the Contract shall be provided by Licensor to Licensee while the Contract was signed. (Note: Because the Patent Documents are ready-made, Licensor shall provide with in signing Contract.)5.3 Within the validity period of the Contract, both parties shall provide each other with the improvement and development of the Technology related to the Contract Products free of charge.5.4 The improved and developed technology shall be owned by the party who improved and developed the technology; the other party shall be prohibited from applying for the patent, or transferring to the third party.5.5 Licensor shall deliver to Licensee the technical documentation at Guangzhou airport in accordance with the contents, quantity and time stipulated to the Contract. The risk of the technical documentation shall be transferred from Licensor to Licensee after its arrival at Guangzhou airport, China.5.6 In case of any loss, damages or shortage caused to the technical documentation in the airway, Licensor shall make supplementary or replaceable delivery to Licensee within 30 (thirty) days after receiving Licensees written notice without any charge.Section 6 Infringements and Guarantees6.1 Licensor guarantees that Licensor is the legitimate owner of all the Patented Technology and Documentation supplied by Licensor to Licensee in accordance with the Contract, and that Licensor is lawful in a position to transfer all such Technology and Technical Documentation to Licensee. In the course of implementatlon of the Contract, if any third party accuses Licensee of infringement, Licensor shall be responsible for approaching the third party about the accusation and bear all the economic and legal responsibilities which may arise.6.2 Licensor guarantees that the Patent covered by the Contract shall be lawful and valid in the course of implementation of the Contract. If because of Licensor the Patent advancedly ceases to be in force, Licensor shall repay expenses which have been paid by Licensee after the Patent has Ceased to in force, and plus the interest at the rate of 3% ( 3 percent) per annum shall be paid by Licensor to Licensee.6.3 Within the validity period of the Contract, Licensor shall pay the cost of maintaining the patent on time in accordance with related stipulation of the China Patent Office so as to maintain the Patent effectiveness.6.4 In the course of implementation of the Contract, if the legal nature of the Patent concerned in the Contract has changed, Licensor shall immediately notify Licensee this case in written form, and then both parties solve the problem of further execution of the Contract through consultation.Section 7 Taxes and Duties7.1 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensee by the Government of the Peoples Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensee.7.2 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensor by the Government of the Peoples Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensor. In accordance with the stipulation of Article 11 of the Income Tax Law of the Peoples Republic of China Concerning Foreign Enterprises, the with-holding tax to be levied on Licensor will be deducted from the payment under Article 4 of the Contract by Licensee and on behalf of Licensor paid to China tax Authority. Licensee shall send to Licensor one original copy of tax receipt issued bu the Chinese tax Authority. The rest taxes and duties will be paid by Licensor, and the tax formalities will be gone through by Licensor itself in China Tax Authority.7.3 All the taxes and duties in connection with and in the execution of the Contract to be levied outside China shall be paid by licensor.The avoidance of Double taxation signed by the Government of Peoples Republic of China and the Japan Government on Dec.26th,1991. The Agreement was put into effect in 1992. Licensor and Licensee shall observe the stipulations of the Agreement. The corporate income tax and the personal income tax to be levied on Licensor by the Government of Peoples Republic of China in accordance with the corporate income Tax Law and the personal income Tax Law will be dealt with according to Article 5 and Article 6 of the Agreement for the Avoidance of Double Taxation.Section 8 Dispute Settlements8.1 All disputes in connection with or in the exclusion of the Contract shall be settled through friendly consultation by both parties.8.2 In case no settlement to disputes can be reached through friendly consultation by both parties, the disputes shall be settled by Chinese arbitrational authority or related Chinese Court. If arbitration is chosen, the case shall be submitted to the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade for arbitration in accordance with its provisional rules of procedure. If lawsuit is chosen, the case shall be submitted to the Peoples Court which is located in Licensees residence for hearing in accordance with related Chinese laws.8.3 The arbitration award or the Court judgments are final and binding upon both parties.8.4 The arbitration fee or the lawsuit fee shall be borne by the losing party.8.5 In the course of settling disputes, the Contract shall be continuously executed by both parties except for the part which is under arbitration or lawsuit.Section 9 Effectiveness of the Contract and Miscellaneous9.1 The Contract is signed by the authorized representatives of both parties on Licensee and Licensorin Guangzhou. Immediately after signing the contract, both parties shall apply to the competent authorities of their respective Government for ratification of the Contract, the date of ratification of the competent authorities of both parties Government, whichever comes later, shall be taken as date of coming into effect of the Contract. Both parties shall try their utmost to obtain the ratification within 90(ninety) days after sign the contract, upon obtaining the ratification from the competent authority of his Government, one party shall inform the other party by telex or fax within the shortest possible time and send to the other party a letter confirming the date of ratification.9.2 If the Contract has not come into force within 6(six) months after signing the Contract, both parties shall have the right to cancel the Contract. The Patent Documents stipulated in Section 5.2 to the Contract shall be returned by Licensee to Licensor once the Contract has been canceled.9.3 The Contract shall be valid for period of 5 years from the date coming into force of the Contract. The Contract shall become null and void automatically after the expiration of the said period.9.4 After the Contract has expired, if the Patent concerned in the Contract is still valid, Licensee shall not continuously use the Patent. If the Licensee demands to use the Patent continuously, the contract shall be renewed between both parties; if the Patent concerned in the Contract loses effectiveness, Licensee may continuously use the Patent without paying any charge to Japan Sanyo electric company.9.5 After the date of the expiry of validity period of the Contract, all those creditors rights and debts which have not been fulfilled by either of the Parties shall still be fulfilled by both parties without any influence of the expiry of validity period of the Contract.9.6 In the course of implementation of the Contract, all the alternations, amendments, supplement and subtractions to the Contract have been agreed upon and signed in written documents through consolation by both parties. They are integral parts of the Contract and have same legal force and effect as in the Contract.9.7 The Contract consists of Section 1 to Section 9 and Appendix 1 to Appendix 4, the text of the Contract and appendix are integral parts of the Contract and have same legal force and effect.9.8 The Contract is made out in English in four originals, two for each party. Within the validity period of the Contract, the communication between both parties shall be made in English; the formal notice shall be made in written form in two copies, sending by registered air mail. The legal addresses of both parties of the Contract are as follows:A:Licensee: China Zhigao Air conditioner Limited liability Company Address:Chinas GuangDong GuangZhou PanYu District No.58 Telex: 0757-094108 Fax:Authorized representative of LicenseeThe manager of China Zhigao Air conditioner Limited liability Company.Zuo AiB:Licensor: Japan Sanyo electric company Address:DuTai Eastern District No.9-86 of Japan Telex:0357861232 Fax:0081-3-3586 Authorized representative of LicensorThe manager of Sanyo electric company of Japan Yang TaoAppendixes 1Name, Content of Patent DocumentsThe patent owned by Japan Sanyo electric company,iss ratification by China Patent Office . Apply number 00208595Apply date 20050520Name SANJING SAJ8000G Frequency Transformer SystemPublic number 0000000Public date Unpublic Inter number A61L 9/015,B01D 38/02,C01B 13/11Scope 76F40E41BApply personSanyoAddress DuTai Eastern district no.9-86 of JapanDesign personSanyoCountry Japan2 The Patent Content : (1)Licensee has agreed to obtain from Licensor ,Licensor has agreed to grant Licensee the right to design, manufacture and sell the Contract Products.(2)Licenor has agreed to grant Licensee the license and right to design, manufacture, use, sell and export the Contract Products in China.(3)Licensor has been responsible to provide Licensee with the Patented Documents of the Contract Products, including the name, content application for patent and number of the patent etc. The specific documentation is detailed in Appendix 1 to the Contract.（4） Licensor has agreed to grant Licensee the Licence and right to use, the trade mark of Licensor, and use the combination trade mark of both parties or mark the wording “production according to Licensors licence on the Contract Products.Appe