AMERICAN EDUCATION CENTER, INC. (Form: 8-K, Received: 08/20/2020 06:02:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2020 (August 18, 2020)

AMERICAN EDUCATION CENTER, INC.

(Exact name of registrant as specified in its charter)

NEVADA		333-201029		38-3941544
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Rockefeller Plaza, 10th

New York, NY

10020

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (646) 722-2931

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

VIE Agreements

On August 18, 2020, Yiqilai (Shenzhen) Consulting Management Co., Ltd. (“Yiqilai”), a company in the People’s Republic of China (“PRC”) wholly owned by American Education Center, Inc., a Nevada corporation (the “Company”) via the Company’s subsidiary, entered into a series of contractual arrangements, including Equity Pledge Agreement, Exclusive Management Consulting Agreement, Exclusive Option Agreement, and Irrevocable Power of Attorney (collectively, the “VIE Agreements”), whereby Yiqilai gained control over Shenzhen Chongwei Technology Co., Ltd. (“Chongwei”), a PRC company involved in, among other things, e-commerce. Upon the completion of these transactions, leveraging Chongwei’s current e-commerce platform, the Company will be able to engage in business such as online education e-commerce.

Share Issuance Agreement

In consideration of entering into the transactions contemplated by the VIE Agreements, on August 18, 2020, the Company entered into a certain Share Issuance Agreement (the “Share Issuance Agreement”) with the 100% shareholders of Chongwei, Dewei Li and Bin Liu (collectively, “Subscribers”), whereby the Company agreed to issue to the Subscribers up to an aggregate of 2,640,690 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”). The transactions underlying the Share Issuance Agreement is expected to close in August 2020, subject to the satisfaction or waiver of applicable closing conditions.

The foregoing description of the terms of the VIE Agreements and the Share Issuance Agreement, and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the VIE Agreements and the Share Issuance Agreement, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5.

Item 3.02 Unregistered Sales of Equity Securities

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the Shares was made pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Such issuance has not been registered under the Securities Act, and therefore, the Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01 Financial Statements and Exhibits

Exhibit

Number	Exhibit Title

10.1	Equity Pledge Agreement dated August 18, 2020

10.2	Exclusive Management Consulting Agreement dated August 18, 2020

10.3	Exclusive Option Agreement dated August 18, 2020

10.4	Power of Attorney dated August 18, 2020

10.5	Share Issuance Agreement with Subscribers dated August 18, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN EDUCATION CENTER, INC.

August 20, 2020	By:	/s/ Max P. Chen
		Max P. Chen
		Chief Executive Officer and President, Chairman of the Board

Exhibit 10.1

Equity Pledge Agreement

The Equity Pledge Agreement (hereinafter referred to as “the Agreement”) is signed by the following parties at Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen on August 18, 2020:

Party A (Pledgee): YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Domicile:

Party B (Pledgor): Ding Xiang (Shenzhen) Investment Co., Ltd.

Unified Social Credit Code:

Domicile:

Target Company: Shenzhen Zhong Wei Technology Co., Ltd. (hereinafter referred to as “Target Company”)

Domicile:

For the purpose of the Agreement, Pledgee, Pledgor, and Target Company shall be individually referred to as “any party” and collectively referred to as “the Parties”

Whereas:

The Pledgee is a wholly foreign owned enterprise incorporated in the People’s Republic of China (hereinafter referred to as “China”, excluding Hong Kong, Macao and Taiwan for the purpose of the Agreement);

The Pledgor is a legal shareholder of the Target Company, and holds 100% of the shares of Target Company on the date when the Agreement is signed.

The Pledgee, Pledgor, and Target Company signed Exclusive Management Consulting and Service Agreement (hereinafter referred to as “Service Agreement”) on August 18, 2020;

To guarantee that the Pledgor and the Target Company fulfill the obligations, representations, warranties and undertakings of the Service Agreement (including but not limited to paying the Pledgee the service fee in time), the Pledgor hereby provides pledge guarantee for all the liabilities, obligations, representations, warranties and undertakings of the Service Agreement for the Target Company with all the equity that it holds in the Target Company.

The Pledgor and the Pledgee have jointly negotiated and signed the Agreement with the following articles.

Definitions

Unless otherwise specified herein, the following words shall have the meanings as below:

1.1

Pledge: Refers to all the contents of Article 2 herein.

1.2

Equity: Refers to all the equity that the Pledgor legally holds in the Target Company.

1.3

Pledged property: Refers to the equity pledged by the Pledgor to the Pledgee in accordance with the Agreement and the existing and future profits, dividends and bonus of the equity.

1.4

Secured debt: Refers to all the liabilities, obligations, representations, warranties and undertakings of the Target Company for the Pledgee in accordance with the Service Agreement, including but not limited to the service fee, interests, breach of contract penalty, compensation, costs for realization of creditor’s rights, the losses of the Pledgee arising from the breach of contract by the Target Company and all the other fees payable that the Target Company shall pay the Pledgee.

1.5

Pledge duration: Refers to the period prescribed in Article 3 herein.

1.6

Event of default: Refers to any situation stated in Article 7 herein.

1.7

Default notice: Refers to the notice stating the event of default and issued according to the Service Agreement and the Agreement.

Pledge

2.1

The Pledgor shall pledge all the equity that it holds in the Target Company to the Pledgee at the price prescribed herein by means of first priority pledge, which serves as the guarantee of the Target Company and the Pledgor to perform the secured debt.

2.2

Pledge refers to the right of the Pledgee to auction or sell the equity pledged by the Pledgor to the Pledgee and be paid with the amount earned from the auction or sale of such equity in priority. The effectiveness of pledge governs shall be extended to all the profits, dividends and bonuses incurred from the equity during the validity period of the Agreement.

2.3

The equity pledge established herein is a continuing guarantee that shall be effective until the agreement obligations are completely fulfilled and the secured debt is fully repaid. The exemption or grace given by the Pledgee to the Pledgor for any breach of contract, or the Pledgee’s postponement of any of its rights in the Service Agreement or the Agreement shall not prejudice the Pledgee’s right to require the Pledgor and Party C to strictly execute the Service Agreement or the Agreement in the future in accordance with the Agreement, relevant Chinese laws and the Service Agreement, or the rights that the Pledgee shall hold due to subsequent breach of the Service Agreement and/or the Agreement by the Pledgor and Party C.

Scope of Pledge Guarantee

The scope of pledge guarantee herein covers all the secured debts.

Pledge Duration

4.1

The equity pledge hereof shall come into effect on the date of being recorded in register of shareholders of the Target Company and registered in industry and commerce administrative department. The validity period of the pledge shall conform to the validity period of the Service Agreement (if the validity period of the Service Agreement is extended, the validity period of the pledge shall be automatically extended accordingly.)

4.1.1

The Pledgor shall procure the Target Company to and the Target Company shall record the pledge condition of the pledged property in the register of shareholders of the Target Company within 3 working days from the signing date hereof, and issue the updated Capital Contribution Certificate stating the pledge condition of the pledged property.

4.1.2

If the pledge record item changes and shall be revised according to law, the Pledgor and the Pledgee shall revise the record correspondingly within 15 days from the date of record item change.

4.1.3

The Pledgor shall procure the Target Company to and the Target Company shall complete the industry and commerce registration formality of the pledge for the pledged property within 30 working days from the signing date hereof.

4.1.4

If the industry and commerce administrative department prescribes special requirements or specialized version for the contract submitted for equity pledge registration, the Pledgor shall then unconditionally coordinate to sign the equity pledge contract meeting the requirements of local industry and commerce administrative department; unless local industry and commerce administrative department gives statutory requirements, the articles and principles of such contract shall fully conform to these of the Agreement; in case of any discrepancy with the registration contents, the Agreement shall prevail.

4.2

During the validity period of the pledge, the Pledgee shall be entitled but not obliged to dispose the pledged property in accordance with the provisions hereof.

Safekeeping of Pledge Registration and Pledge Certificate

The Pledgor shall apply for the equity pledge establishment registration to the registration authority in accordance with Measures for Equity Pledge Registration of Industrial and Commercial Administration within one week from the signing date hereof, and submit the register of shareholders and contribution certificate (if any) of the Target Company to the Pledgee for safekeeping until the pledge duration prescribed herein expires.

Representations and Warranties of the Pledgor

6.1

The Pledgor is the legal holder of the pledged equity with the full right to sign the Agreement and fulfill the obligations hereof, and its signing, submission and performance of the Agreement and any related agreements shall not violate the followings due to time limit and/or any action or event or any other causes:

6.1.1

Any establishment documents of the Target Company;

6.1.2

Any laws that the Pledgor and the Target Company shall comply with; or

6.1.3

Any provisions and any obligations in written or oral documents that are signed by the Pledgor and the Target Company and become effective, including contracts, agreements and memorandum, etc.

6.2

Unless otherwise specified herein, to the extent permitted by Chinese laws, the Pledgee shall not face the interference from any other party once it exercises the Pledgee’s rights according to the Pledge Agreement.

6.3

Unless otherwise specified herein, to the extent permitted by Chinese laws, the Pledgee shall be entitled to dispose or transfer the pledge in the manner prescribed herein and the Pledgor shall unconditionally coordinate,

6.4

Except for the Pledgee, the Pledgor has not establish any other pledge rights or other encumbrances on the equity; the ownership of such pledged equity is not disputed, free of the restriction of other legal proceeding, and can be pledged and transferred pursuant to applicable laws;

6.5

During the validity period of the Agreement, the Pledgor hereby undertakes to strictly fulfill the following obligations for the Pledgee, and procure the Target Company to fulfill relevant obligations as the shareholder of the Target Company:

6.5.1

Except the transfer of the equity of the Target Company to the Pledgee or the assignee of the Pledgee in accordance with Exclusive Option Agreement, without the prior consent of the Pledgee in writing, the Pledgor shall not directly or indirectly transfer all or part of the equity of the Target Company in any way, or establish or allow the existence of any pledge or the guarantee in other form that may influence the rights and interests of the Pledgee;

6.5.2

If the Pledgee agrees to transfer the equity of the Target Company to the assignee of the Pledgee, all of its rights and obligations hereof shall be transferred to such transferee, and try the best to procure and require such transferee to unconditionally inherit and perform such rights and obligations.

6.5.3

Comply with and execute all the laws and regulations on pledge of rights, present the notice, order or advice to the Pledgee within five days after receiving such notice, order or advice on pledge from the competent authority, comply with and execute the aforementioned notice, order or advice, or raise objection about the aforementioned matters at the reasonable request of the Pledgee or with the consent of the Pledgee;

6.5.4

Without the written consent of the Pledgee, the Pledgor shall not take and procure the Target Company not to take any act that may derogate, damage or harm the value of pledged equity in other way or impair any rights of the Pledgee hereof, or take any act that has significant influence on the assets, business and/or operation of the Target Company. The Pledgee shall not assume any responsibility for the value deduction of the pledged equity due to any situation, and the Pledgor and the Target Company shall not be entitled to claim in any form or claim any rights from the Pledgee.

6.5.5

Any event learnt by the Pledgor that may influence the equity and other rights of the Pledgor, may change any warranty or undertaking of the Pledgor hereof, or may influence the Pledgor’s fulfillment of its obligations hereof.

6.5.6

The Pledgor hereby further undertakes that after signing the Agreement, if the Pledgee agrees on the capital increase or equity increase of the Pledgor in the Target Company with prior consent in writing, such capital or equity for increase shall automatically become part of the pledged equity hereof. The Pledgor and the Target Company shall be liable to immediately undertake necessary revision of register of shareholders and capital contribution amount of the Target Company, and execute the pledge procedure prescribed in Article 4.1.

6.5.7

Pursuant to relevant provisions of Chinese laws and regulations, the equity pledge hereof shall be continuing guarantee that remains fully effective during the validity period of the Agreement, and shall not be affected by the insolvency, liquidation, incapacity or change of corporate nature of the Pledgor or the Target Company or any capital offset or any other events among the Parties.

6.5.8

For the purpose of implementation of the Agreement, the Pledgee shall be entitled to dispose the pledged equity in the manner prescribed herein, and exercise its right in accordance with this clause without being interrupted or jeopardized by the Pledgor or the Target Company, or the successor and authorized representative of the Pledgor or the Target Company, or any other person.

6.5.9

The Pledgor hereby agrees that within the validity period of the Agreement, the Pledgee may, if necessary, require the Pledgor to sign any other agreement or supplementary agreement with the Pledgee or its assignor. The Pledgor hereby undertakes to immediately sign and specifically explain and supplement relevant contents, terms and articles on the instructions of the Pledgee.

6.5.10

The Parties hereby agree that within the validity period of the Agreement, the Pledgee may require the Pledgor to supplement and revise any term and article hereof for tax, accounting or other reasons, and the Pledgor shall immediately follow the instructions of the Pledgee.

6.6

The Pledgor hereby undertakes to the Pledgee that for the sake of the Pledgee’s interests, the Pledgor shall comply with and perform all the warranties, undertakings, representations and obligations in the Agreement and the Service Agreement. If the Pledgor does not perform or fully perform its warranties, undertakings, representations and obligations, the Pledgor shall compensate the Pledgee for all the losses arising therefrom.

6.7

The Pledgor hereby undertakes to the Pledgee that to protect or improve the guarantee for the secured debt herof, the Pledgor shall sign and urge other interested parties of the pledge to sign all the document of title, documents or agreements required by the Pledgee, urge other interested parties and itself to take the action required by the Pledgee, and provide convenience for the exercise of the rights of the Pledgee granted herein.

6.8

The Pledgor and the Target Company have fully acknowledged the contents of the Agreement, and voluntarily sign and perform the Agreement, which represents the true intention of the Parties. The Pledgor and the Target Company have taken all the necessary measures at the reasonable request of the Pledgee, obtained all the necessary internal authorizations to sign and perform the Agreement, and signed all the necessary documents so as to keep the pledged equity hereof legal and effective;

6.9

As of the signing date hereof, no overdue taxes for the equity existed.

Event of Default

7.1

The following events shall be deemed as events of default:

7.1.1

The Pledgor or the Target Company violates any obligations in the transaction documents, including but not limited to the Target Company failing to pay the service fee payable or other fees payable in the Service Agreement in full amount in time;

7.1.2

The Pledgor breaches the representations and warranties made in Article 6 hereof or makes any false or misleading representations;

7.1.3

Except for the provision of Article 6.5.1 hereof, the Pledgor losses the pledged equity or arbitrarily transfer the pledged equity without the written consent of the Pledgee;

7.1.4

The Pledgor or the Target Company fails to perform any of their other obligations or any representations or warranties in the Agreement and the Service Agreement;

7.1.5

The Pledgor breaches any article hereof;

7.1.6

Any of the obligations of the Pledgor or the Target Company prescribed in the Agreement and the Service Agreement are deemed illegal or ineffective transaction;

7.1.7

For any external loan, guarantee, compensation, undertaking or other responsibility of debt repayment of the Pledgor, (1) the Pledgor is required to repay or perform in advance for the reason of breach of contract; or (2) it is due but not repaid or performed in time so that the Pledgee holds that the Pledgor’s ability to fulfill the obligations hereof is affected;

7.1.8

The Pledgor undergoes adverse change due to the properties it holds so that the Pledgee holds that the Pledgor’s ability to fulfill the obligations hereof is affected;

7.1.9

The Pledgor is unable to repay normal liabilities or other debts;

7.1.10

Relevant laws or regulations are issued so that the Agreement becomes illegal or the Pledgor cannot continually perform the obligations hereof;

7.1.11

The consent, permit, approval or authorization of any governmental department that makes the Agreement enforceable, legal or effective, are withdrawn, terminated, invalid or substantially revised;

7.1.12

The successor or authorized agent of the Pledgor can solely perform part of the obligations in the Service Agreement or refuse to perform such obligations;

7.1.13

Other situations that prevent the Pledgee from exercising and disposing the pledge in accordance with relevant provisions of the laws.

7.2

If it is learnt or found that any event prescribed in Article 7.1 hereof or any event that may cause the aforementioned event happens, the Pledgor shall immediately notify the Pledgee in writing.

7.3

Unless the event of default stated in Article 7.1 hereof has been perfectly resolved to the satisfaction of the Pledgee, the Pledgee may send default notice in writing to the Pledgor at any time when or after the event of default for the Pledgor happens, require the Pledgor to immediately repay all the debts in the Service Agreement and other amounts payable, or exercise the pledge right in accordance with Article 8 hereof.

Exercise of Pledge Right

8.1

Before the service fee or other fees prescribed in the Service Agreement are fully paid, the Pledgor shall not transfer the equity without the written consent of the Pledgee.

8.2

The Pledgee shall send default notice to the Pledgor when exercising the pledge right.

8.3

Restricted by Article 7.3, the Pledgee may exercise the right of pledge disposal at any time when or after sending the default notice in accordance with Article 7.3.

8.4

The Pledgee shall be entitled to sell all or part of the equity hereof at cut-rate price in the statutory procedure, or be paid with the amount earned from the auction or sale of such equity in priority until the unpaid service fee and other fees payable in the Service Agreement is fully paid. To avoid any doubt, the Pledgor shall bear or compensate for any liabilities or damages arising from or caused by the pledged property in the process of equity disposal.

8.5

The Pledgor shall not obstruct the Pledgee in its process of exercising pledge right in accordance with the Agreement, and shall provide necessary assistance so as to enable the Pledgee to realize its pledge right.

Transfer

9.1

Without the prior consent of the Pledgee in writing, the Pledgor shall not be entitled to donate or transfer its rights and obligations hereof.

9.2

The Agreement has binding force on the Pledgor and its successor, and remain effective for the Pledgee and each of its successors and transferees.

9.3

The Pledgee may transfer all or part of its rights and obligations in the Service Agreement to the assignee (natural person/legal person) at any time. In such case, the transferee shall enjoy the rights and undertake the obligations attributed to the Pledgee herein as it shall enjoy the rights and undertake the obligations as a party of the Agreement. The Pledgee shall sign relevant agreement and/or document for such transfer at the request of the Pledgor when the Pledgee transfers the rights and obligations in the Service Agreement.

9.4

After the Pledgee is changed due to transfer, the new pledge parties shall further sign the new pledge agreement with the articles and principles equivalent to those hereof, and deal with corresponding industry and commerce registration formality.

Termination

After the service fee in the Service Agreement is fully paid and the Target Company no longer undertakes any obligations in the Service Agreement, the Pledge Agreement shall be terminated. The Pledgee and the Pledgor shall enter into written agreement on the agreement termination as soon as possible within feasible reasonable period, and deal with corresponding formality of equity pledge cancellation.

Tax Bearing

11.1

All the fees and actual expenses related to the Agreement, including but not limited to legal fee, cost of production and taxes, etc., shall be borne by the Target Company. If the laws prescribe that the Pledgor and the Pledgee shall pay relevant taxes, the Target Company shall compensate the Pledgor and the Pledgee in full amount for the paid taxes.

11.2

If the Target Company does not pay any taxes and fees payable in accordance with the Agreement, or makes the Pledgor and the Pledgee claim by any means or in any way for other reason, the Target Company shall bear all the costs arising therefrom (including but not limited to various taxes, service charge, management fee, litigation fee, lawyer’s fee and insurance fees for the pledge disposal, etc.).

Force Majeure

12.1

If the performance of the Agreement is delayed or hindered by any “force majeure event”, the party affected by force majeure shall not undertake any responsibility hereof for the delayed or hindered part of performance. “Force majeure event” refers to any event beyond the scope of reasonable control of one party and unavoidable though the affected party takes reasonable care, including but not limited to governmental act, natural force, fire, explosion, windstorm, flood, earthquake, tide, lightning, or war. However, credit, capital or financing deficiency shall not be deemed beyond the scope of reasonable control of one party. The party affected by “force majeure event” that seeks the exemption of the duties hereof shall notify the other party of such cause of exemption as soon as possible.

12.2

The party affected by force majeure shall not thus undertake any responsibilities hereof. However, only if such party makes reasonable feasible efforts to perform the Agreement, can the party seeking the exemption from liability be exempted from such performance of duty within the scope of performance subject to delay or hindrance. Once the cause of such exemption from liability is rectified and remedied, the Parties shall agree to try their best to recover the performance hereof.

Dispute Resolution

13.1

The Agreement shall be governed by and interpreted according to Chinese laws.

13.2

The Parties shall firstly resolve any dispute arising from the interpretation and performance of the Agreement through amicable negotiations. If the Parties fail to enter into the agreement of dispute resolution within 30 days after one party sends the written notice requesting resolution through negotiation to the other party, any party shall be entitled to submit relevant dispute to South China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules effective then. The arbitration place is Shenzhen and the arbitration language is Chinese. The arbitration award shall be final and have binding force on the parties.

13.3

Except for the disputed matter, the Parties shall continually perform their respective obligations in good faith.

Notice

The notice or other correspondence sent by any party hereof shall be made in Chinese, and delivered by specialized person, by post or via fax to the following address of other parties or other addresses given by other party in the notice to other agreement parties in the means of notice prescribed herein. The actual service date of the notice shall be determined in the following mode: (a) For the notice delivered by specialized person, it shall be deemed as served on the date of delivery by specialized person; (b) for the notice in the form of letter, it shall be deemed as served on the tenth day after the post date of registered airmail with postage paid (indicated by postmark, or on the fourth day after delivered to special delivery service institution internationally recognized; and (c) for the notice sent via fax, it shall be deemed as served at the receiving time indicated on transmission confirmation of relevant document.

Pledgee: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Address:

Addressee:

Tel.:

Fax: _________________________________________________________

Pledgor: Ding Xiang (Shenzhen) Investment Co., Ltd.

Address:

Addressee:

Tel.:

Fax: ____________________________________________

Effectiveness

15.1

The Agreement shall come into immediate effect after being signed by the authorized representative and affixed with the seal of the Parties. Any revision, supplement or change of the Agreement shall be made in writing.

15.2

The Agreement is made in Chinese and in quintuplicate; with each party holding one, and the remaining two copies for industry and commerce filing; each copy shall have equal legal force.

(The remainder of this page is intentionally left blank. The signing page is attached)

(This page is left blank and serves as the signing page of Equity Pledge Agreement. The Parties have instructed their respective authorized representatives to sign Equity Pledge Agreement on the date first above written.)

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Signature: /s/ Congying Fang

Party B: Ding Xiang (Shenzhen) Investment Co., Ltd.

Signature: /s/ Xinhong Cai

Target Company: Shenzhen Zhong Wei Technology Co., Ltd.

Signature: /s/ Weide Li

August 18, 2020

Exhibit 10.2

Exclusive Management Consulting and Service Agreement

The Exclusive Management Consulting and Service Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties at Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen on August 18, 2020:

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Domicile:

Party B: Shenzhen Zhong Wei Technology Co., Ltd.

Domicile:

Party C: Ding Xiang (Shenzhen) Investment Co., Ltd.

Domicile:

Whereas:

1. Party A is a wholly foreign owned enterprise (hereinafter referred to as “WFOE”) incorporated in the People’s Republic of China (hereinafter referred to as “China”) and holds management consulting and service resources;

2. Party B is a limited liability company registered in China with the scope of business “normal scope of business is: Design, technical development and sales of computer software and hardware; database and computer network service; technical development and sales of game software and game products; advertisement business (The businesses requiring approval of advertisement business in compliance with laws, regulations and provisions of the State Council shall not be carried out until the approval is acquired); domestic trade (excluding franchised, exclusively-controlled and monopolized commodities); sales of jewelry, electronic products, software, handicraft, digital products and accessory, office supplies, daily necessities, toy, stationery and sporting goods, home textile and furnishings, cosmetics and daily chemicals, and clothes and underwear; design of online animation and television animation; technical development of music software; telecom service (excluding these of the aforementioned businesses banned by the laws, administrative regulations and the State Council. The restricted businesses shall be undertaken after the approval is acquired). The businesses requiring permit are: Telecom value added service; sales of publications, books, newspapers and periodicals, electronic publication, and audio visual products”. All the business activities operated and developed by Party B currently and at any time during the term of the Agreement shall be collectively deemed as “core business”.

3. Party C is a legal shareholder of Party B, and holds 100% of Party B’s shares as of the signing date hereof.

4. To assist Party B in successfully undertaking the core businesses within its scope of business and legally undertaking other related businesses, Party A hereby agrees to offer exclusive consulting and other services related to management to Party B, and Party B agrees to accept the exclusive management consulting and services offered by Party A.

Now, therefore, the Parties hereby enter into the following agreement with the consensus reached through negotiations:

1 Management Consulting and Service; Monopolistic and Exclusive Rights and Interests

1.1

During the Term of the Agreement, Party A hereby agrees to offer relevant management consulting and services to Party B in accordance with the terms hereof as the exclusive management consulting and service provider of Party B. Party A shall determine the specific scope of management consulting and service and be entitled to adjust according to its needs, and core business and actual operation condition of Party B, including but not limited to scope of services stated in Attachment 1.

1.2

Party B hereby agrees to accept the management consulting and services offered by Party A. During the term of the Agreement, Party B shall assist as required by Party A so that Party A can offer efficient management consulting and services.

1.3

Party B hereby further agrees that without prior consent of Party A in writing, Party B shall not accept and supervise to prevent its controlled subsidiary from accepting the consulting and services from any third party (directly or indirectly) similar to those offered by Party A herein during the Term of the Agreement.

1.4

Party B hereby further agrees that if Party B, any of its affiliates or its associated companies intends to reach any cooperation, joint venture or partnership arrangement with other parties than Party A, whether such arrangement is substantially similar to the Agreement or not, Party A shall have the priority for such opportunity according to the terms and conditions similar to those hereof.

1.5

To specify the rights and obligations of Party A and Party B, and practically perform the aforementioned provision of service, the Parties hereby agree on the followings to the extent permitted by Chinese laws:

1.5.1.

Party B must operate according to the opinions or advice of the services offered by Party A in accordance with Article 1.1 hereof;

1.5.2.

Except the directors and supervisors remaining in office as approved by Party A, Party B shall respectively appoint the candidates recommended by Party A as the directors of Party B in the procedure prescribed by Chinese laws, and appoint the senior management employed and recommended by Party A as General Manager, Chief Financial Officer and other senior management of Party B in accordance with the Chinese laws to supervise the business and operation of Party B; unless retirement, resignation, incapability or death occurs, without the prior consent of Party A in writing, Party B shall not dismiss the directors recommended by Party A for any reason.

1.5.3.

Party B hereby agrees to procure the directors and senior management of Party B to exercise their powers and duties granted in accordance with the laws, regulations and the Articles of Association on the instructions of Party A.

1.5.4.

Party A shall be entitled to undertake the businesses related to the services in the name of Party B, and Party B shall provide all the necessary power of attorney so that Party A can successfully undertake such businesses and offer relevant services.

1.5.5.

Pursuant to the provisions of Chinese laws, Party A shall be entitled to check the accounts of Party B at regular intervals and at any time, and Party B shall keep the accounts in a timely and accurate manner and provide the accounts for Party A at the request of Party A. During the term of the Agreement, Party B hereby agrees to coordinate with Party A and its shareholders (including direct or indirect shareholders) in the audit, provide relevant information and materials of Party B’s operation, business, clients, finance and employees for Party A, its shareholders (including direct or indirect shareholders), and/or its entrusted auditors and agrees that Party A’s shareholders can disclose such information and materials so as to meet the requirements of securities regulation.

2 Calculation and Payment of Management Consulting and Service Fee (hereinafter referred to as “service fee”)

2.1

The Parties hereby agree that the service fee hereof shall be recognized and paid in the mode stated in Attachment 2 in the principles of fairness and reasonableness from the date when Party A and Party B agrees on the service in writing (hereinafter referred to as “commencement date”);

2.2

If Party B fails to pay the service fee and other fees in accordance with the provisions hereof, it shall further pay Party A the liquidated damages in the amount of 0.05% of the overdue amount per day of delay;

2.3

Unless the Parties otherwise reach the consensus through negotiations, the service fee paid by Party B to Party A according to the Agreement shall not be deducted or offset in any form (i.e. Bank service fee, etc.);

2.4

Moreover, Party B shall further pay Party A the actual expenses incurred from the provision of the consulting and service hereof besides paying the service fee, including but not limited to various travel expense, transportation fee, printing cost and postage, etc.

3 Representations, Warranties and Undertakings

3.1

Party A hereby makes the following representations, warranties and undertakings:

3.1.1.

Party A is a wholly foreign owned enterprise legally registered and effectively existing in accordance with Chinese laws, and holds the qualification of independent legal person, complete and independent legal status and legal capacity.

3.1.2.

Party A shall sign and perform the Agreement within the scope of its company rights and scope of business; it has taken necessary corporate behavior and granted proper authorization, and acquired all the necessary consent and approvals from third party and governmental departments so as to sign the Agreement, and its signing of the Agreement shall not violate the laws and contracts with binding force or influence on it.

3.1.3.

The Agreement shall constitute the obligations that are legal, effective, with binding force and enforceable for Party A in accordance with the articles hereof upon the signing.

3.2

Party B hereby makes the following representations, warranties and undertakings:

General Matters

3.2.1.

Party B is a company legally registered and effectively existing in accordance with Chinese laws, and holds the qualification of independent legal person, complete and independent legal status and legal capacity.

3.2.2.

Party B shall sign and perform the Agreement within the scope of its company rights and scope of business; it has taken necessary corporate behavior and granted proper authorization, and acquired all the necessary consent and approvals from third party and governmental departments so as to sign the Agreement, and its signing of the Agreement shall not violate the laws and contracts with binding force or influence on it.

3.2.3.

As of the effective date of the Agreement, there is no litigation, arbitration, or other legal and administrative proceedings, etc. or governmental investigation related to the matters stipulated herein, or that may have adverse effect on the signing of the Agreement by Party B or the performance of the obligations hereof; or there is no such pending or threatened litigation, arbitration, or other legal and administrative proceedings, etc. or governmental investigation.

3.2.4.

As of the effective date of the Agreement, no situations that may violate relevant laws or hinder the performance of the obligations hereof by Party B exist.

3.2.5.

The Agreement shall constitute the obligations that are legal, effective, with binding force and enforceable for Party B in accordance with the articles hereof upon the signing.

Matters of Relevant Certificates, Licenses and Qualifications

3.2.6.

Acquire all the certificates, licenses and permits for core businesses and relevant businesses, continually maintain the legality and validity of such certificates, licenses and permits, make timely follow-up, and deal with relevant application, change and renewal formality.

3.2.7.

Not engage in any activities beyond the permitted scope of such certificates, licenses and permits.

3.2.8.

Strictly comply with the requirements and codes related to core business prescribed by Chinese laws.

Matters of Business Development

Party B shall develop, enlarge and expand the market in the direction agreed in the mutual deliberation after deliberating and reaching consensus with Party A.

3.3

Party B and Party C (hereinafter collectively referred to as “commitment parties”) hereby make the following representations, warranties and undertakings:

To ensure that Party B performs the obligations and duties hereof, the commitment parties jointly unconditionally and irrevocably undertake that without the written consent of Party A, Party B shall not (Party C, as shareholder of Party B, shall not or urge or instruct Party B to) enter into any major transaction (referring to the transaction with single transaction amount exceeding RMB 1,000,000 or the transactions with relatively small single transaction amount but accumulative amount exceeding RMB 1,000,000) or conduct any act that influences or has adverse effect on the assets, liabilities, rights or operation of Party B, including but not limited to the followings:

Major Corporate Matters

3.3.1

Not operate the businesses beyond the scope of core business;

3.3.2

Not borrow from any third party or provide loan for any third party, or bear any liabilities;

3.3.3

Not replace or dismiss any directors or senior management;

3.3.4

Not to purchase or sell the assets or rights worth more than RMB 500,000 from or to any third party;

3.3.5

Not provide any guarantee or warranty for any third party, or provide mortgage or pledge for any third party with its assets or rights;

3.3.6

Not change its Articles of Association or scope of business;

3.3.7

Not change the standard operation process or any major internal codes;

3.3.8

Not transfer its rights and obligations hereof to any third party;

Major Personnel Matters

3.3.9

Employ or dismiss any employee on the instructions of Party A;

3.3.10

Designate the directors on the instructions of Party A, internal guidelines and Articles of Association of Party B, and require such directors to elect the Board Chairman on the instructions of Party A;

3.3.11

Appoint General Manager, Chief Financial Officer and any other senior management on the instructions of Party A;

3.3.12

If any personnel resigns or is dismissed, whether making mistakes or not, the commitment parties shall hire corresponding employee to fill the vacancy on the instructions of Party A;

3.3.13

Agree to issue the power of attorney to Party A or its designated representative on the instructions of Party A so as to authorize Party A or its designated representative to be the principal of Party C at the shareholders’ meeting of Party B. The commitment parties hereby agree to immediately issue the power of attorney to Party A or its designated representative on the instructions of Party A at any time under any situation;

Other Matters

3.3.14

Party A and Party B hereby agree that Party A may, if necessary, require Party B to sign intellectual property license agreement, trademark permit agreement, domain permit agreement, equipment asset leasing agreement and the agreements related to Party B’s core business with Party A or its designated representative during the term of the Agreement, and Party B hereby undertakes to immediately sign, specifically explain and supplement relevant contents and articles on the instructions of Party A, etc.; and

3.3.15

Party A and Party B hereby agree that Party A may, if necessary (or for any reason, including but not limited to tax, accounting or other reasons), require Party B to supplement and revise any article hereof on the instructions of Party A during the term of the Agreement, and Party B hereby undertakes to immediately adjust, revise, and sign on the instructions of Party A.

4 Safekeeping

4.1

Party A hereby agrees that all the materials or objects generated in the operational management process of Party B shall be managed and kept by Party A from the date when it offers relevant management consulting and service to Party B according to the conditions hereof, including but not limited to the following materials or objects. Party A hereby undertakes to properly manage and keep such materials and objects after receiving the aforementioned company materials and objects.

All the business certificates and licenses (i.e. Business License and permits, etc.);

All the seals (i.e. Official seal, finance seal, business seal, and invoice seal, etc.);

All the bank accounts and supporting materials (i.e. Account opening license, bank card, bank passbook, electronic key, password and other account opening materials, etc.);

All the business records, documents and materials generated in the operational management process (i.e. Contracts, agreements, and business documents, etc.);

All the financial account books and materials generated in the operational management process (i.e. Accounting vouchers and account books, etc.);

All the other records, documents and materials generated in the operational management process (i.e. Shareholders’ resolution, board resolution, rules and regulations, internal command, personnel records, and employment agreement, etc.);

Various assets and their documents of title generated in the operational management process (i.e. Movable assets, immovable assets, document of title or instrument, etc.);

Other materials or objects generated in the operational management process with significant influence or function.

5 Confidentiality

5.1.

Party B hereby agrees that the secret materials and information learnt or accessed due to accepting the exclusive consulting and service shall constitute confidential information (hereinafter referred to as “confidential information”). Party B shall endeavor to take various reasonable measures to keep them confidential; without the prior consent of Party A in writing, Party B shall not disclose, grant or transfer such confidential information to any third party, including the merger with third party, being acquired, and being directly or indirectly controlled by third party. Once the Agreement is terminated, Party B shall return any documents, materials or software containing confidential information to Party A as required by Party A or destroy them on its own, and delete any confidential information from any memory device, and shall not continue using such confidential information.

5.2.

Party B shall take necessary measures to solely disclose confidential information to the employees, agents or professional advisors of Party B who need to learn such information, and urge such employees, agents or professional advisors of Party B to fulfill the obligation of confidentiality hereof. Party B, its employees, agents or professional advisors shall sign specific confidentiality agreement so that the parties concerned shall fulfill the obligation of confidentiality prescribed in this article.

5.3.

The Parties hereby agree that this article shall be permanently effective whether the Agreement is revised, cancelled or terminated.

6 Applicable Taxes

With regard to the payment to Party A in accordance with the Agreement, Party B shall assist Party A in obtaining corresponding tax reduction and exemption in accordance with the provisions of Chinese laws and regulations. If there is no tax reduction and exemption policy or preferential policy, Chinese tax administration shall charge Party A the taxes related to the performance of the Agreement in accordance with Chinese tax laws. Party B shall compensate Party A for such taxes in full amount after Party A pays the taxes according to law.

7 Subcontracting/Entrustment

7.1.

Party A shall be entitled to designate any third party to offer the management consulting and service hereof in the terms and conditions prescribed herein, or entrust such third party to perform Party A’s obligations hereof. Party B hereby generally agrees on the aforementioned arrangement and shall sign relevant agreement with such third party as required by Party A.

7.2.

Party A shall be entitled to transfer its rights and obligations hereof to any third party, and the transferee shall enjoy the rights and undertake the obligations attributed to Party A herein as it shall enjoy the rights and undertake the obligations as a party of the Agreement. Party A shall notify Party B in writing within reasonable period before such transfer, and shall sign relevant written document for such transfer at the request of Party A.

8 Intellectual Property

8.1.

Party A shall hold all the intellectual property of the materials provided for Party B due to the performance of the management consulting and service prescribed herein;

8.2.

As for all the intellectual property generated from the performance of the management consulting and service prescribed herein (including but not limited to all the existing and future copyright, patent, trademark, service logo and all the related goodwill, registration design, design patent, technical secrets, trade secrets, domain name, brand name, trade name and any other similar rights), whether they are independently developed by Party A or developed by Party A based on intellectual property of Party B, or developed by Party B based on intellectual property of Party A, Party A shall hold monopolistic and exclusive rights and interests, and Party B shall not claim any right from Party A, raise any objection to the ownership of such intellectual property, or apply for the registration or adopt other means to obtain any of such intellectual property. Moreover, Party B shall sign all the documents that enable Party A to become the right holder of such intellectual property, and take all the actions to assist Party A to become the right holder of such intellectual property and protect such intellectual property.

Nonetheless, if they are developed by Party A based on intellectual property of Party B or its affiliated organizations, Party B and its related affiliated organizations shall warrant that such intellectual property is free of any defect. Otherwise, if it thus leads to the losses of Party A, Party B and its affiliated organizations shall compensate for such losses. If Party A thus undertakes the responsibility of compensation for any third party, Party A shall be entitled to claim the compensation for all the losses from Party B or its related affiliated organizations after paying such compensation.

8.3.

Party A hereby authorizes Party B to use the intellectual property prescribed in Article 8.1 and Article 8.2 herein in a non-exclusive manner.

8.4.

Without the prior consent of Party A in writing, Party B shall not transfer or sub-license the intellectual property granted by Party A in accordance with Article 8.3 to any third party.

9 Breach of Contract and Compensation

9.1.

Any party’s breach of any obligation, representations, warranties and undertakings hereof shall constitute breach of contract. Under such situation, the observant party shall be entitled to issue written notice to the defaulting party, and request the defaulting party to rectify within 10 days after receiving such written notice.

9.2.

In addition to the breach of contract penalty paid in accordance with Article 2.2 hereof, the defaulting party shall compensate the observant party for all the losses arising from its act of breach, including but not limited to carious requests, expenses, fees, service fee, interests, and fines, etc.

9.3.

Party B shall compensate for Party A’s losses, damages and costs for any litigation, claim or other requests arising from management consulting and service offered by Party A at the request of Party B, and protect Party A from any damages,

10 Effectiveness and Term

10.1.

The Agreement shall be signed and come into effect on the date first above written and remain effective until the operation termination of Party B. The Parties may terminate the term of the Agreement in advance in accordance with the Agreement or other signed agreements.

10.2.

After signing the Agreement, Party A shall be entitled to review the contents of the Agreement every three months so as to determine whether to accordingly revise or supplement the Agreement according to the situation at that time.

10.3.

Party A shall hold the right of unilateral extension of the Agreement; the Agreement shall be extended with the written confirmation of Party A before the expiry; the Agreement may be extended once or more than once. Party A shall unilaterally determine the specific extension period and times of extension, and Party B shall unconditionally accept.

11 Termination

11.1.

Termination on expiry date: Unless extended in accordance with relevant articles hereof, the Agreement shall terminate on the date of expiry.

11.2.

Forward termination: Within the term of the Agreement, unless Party A undertakes fraud acts, Party B shall not terminate the Agreement in advance. Notwithstanding the foregoing, Party A shall be entitled to terminate the Agreement with a 30-day written notice in advance to Party B at any time.

11.3.

Articles after termination: After the termination of the Agreement, the rights and obligations of the Parties prescribed in Article 4, 7, 8 and 11 shall remain effective.

12 Dispute Resolution

Except for the disputed matter for the Parties, the Parties shall continually perform their respective obligations in good faith.

13 Force Majeure

13.1.

“Force majeure event” refers to any event beyond the scope of reasonable control of one party and unavoidable though the affected party takes reasonable care, including but not limited to governmental act, natural force, fire, explosion, windstorm, flood, earthquake, tide, lightning, or war. Nonetheless, credit, capital or financing deficiency shall not be deemed beyond the scope of reasonable control of one party. The party affected by “force majeure event” that seeks the exemption of the duties hereof shall notify the other party of such exemption of responsibility and the steps for its complete performance as soon as possible.

13.2.

If the agreement performance is delayed or hindered due to the “force majeure event” prescribed in the aforementioned definition, the party affected by force majeure shall not undertake any responsibilities hereof within the scope of delay or hindrance. The party affected by force majeure shall take appropriate measures to relief or eliminate the influence of “force majeure event” and endeavor to recover the performance of the obligations delayed or hindered by “force majeure event”. Once the force majeure event is eliminated, the Parties shall agree to try their best to recover the performance hereof.

14 Notice

The notice or other correspondence sent by any party hereof shall be made in Chinese, and delivered by specialized person, by post or via fax to the following address of other parties or other addresses given by other party in the notice to other agreement parties in the means of notice prescribed herein. The actual service date of the notice shall be determined in the following mode: (a) For the notice delivered by specialized person, it shall be deemed as delivered on the date of delivery by specialized person; (b) for the notice in the form of letter, it shall be deemed as delivered on the tenth day after the post date of registered airmail with postage paid (indicated by postmark, or on the fourth day after delivered to special delivery service institution internationally recognized; and (c) for the notice sent via fax, it shall be deemed as delivered at the receiving time indicated on transmission confirmation of relevant document.

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Address:

Addressee:

Tel.:

Fax: _________________________________________________________

Party B: Shenzhen Zhong Wei Technology Co., Ltd.

Address:

Addressee:

Tel.:

Fax: _________________________________________________________

Party C: Ding Xiang (Shenzhen) Investment Co., Ltd.

Address:

Addressee:

Tel.:

Fax: _________________________________________________________

15 Independent Contracting Party

The Parties hereby explicitly acknowledge and agree that Party A offers all the services hereof as the independent contracting party, and it shall not be deemed that it enters into any partnership, joint venture or other relationship with identical or similar nature with Party B.

16 Agreement Transfer

Without the prior consent of Party A in writing, Party B shall not transfer its rights and obligations hereof to any third party;

Nonetheless, Party A shall be entitled to transfer its rights and obligations hereof to any third party, which shall come into immediate effect after sending written notice to Party B.

17 Severability

If any article hereof becomes ineffective or unenforceable due to the inconsistency with relevant laws, such article shall solely become ineffective or unenforceable within the jurisdiction scope of relevant laws and shall not affect the legal force of other articles hereof. Meanwhile, the Parties shall behave with integrity, and the deviation of the revision of such article shall solely be made so as to achieve legality of the Agreement or relevant articles and shall not conflict with the interests to be obtained by the Parties that are estimated at the time of agreement signing.

18 Revision and Supplement

18.1.

The Parties hereby agree that Party A may, if necessary, require Party B and Party C to sign or further sign any other agreements or supplementary agreement with Party A or its designated representative during the term of the Agreement. Party B and Party C hereby undertake to immediately sign such agreement and follow the instructions of Party A, and specifically explain and supplement relevant contents, terms and articles on the instructions of Party A.

18.2.

The Parties hereby agree that Party A may, if necessary (or for any reason, including but not limited to tax, accounting or other reasons), require Party B and Party C to supplement and revise any term and article hereof on the instructions of Party A during the term of the Agreement, and Party B hereby undertakes to immediately sign and follow the instructions of Party A.

19 Governing Laws

The Agreement shall be governed by and interpreted according to Chinese laws.

20 Miscellaneous

The Attachments hereto shall enjoy equal legal force with the Agreement. The Agreement is made in Chinese and in quadruplicate, with Party A holding two, Party B and Party C respectively holding one.

Attachment 1 Management Consulting and Service Schedule

Attachment 2 Calculation and Payment Method of Service Fee

(The remainder of this page is intentionally left blank. The signing page is attached)

(This page is left blank and serves as the signing page of Exclusive Management Consulting and Service Agreement. The Parties have instructed their respective authorized representatives to sign Exclusive Management Consulting and Service Agreement on the date first above written.)

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Signature: /s/ Congying Fang

Party B: Shenzhen Zhong Wei Technology Co., Ltd.

Signature: /s/ Weide Li

Party C: Ding Xiang (Shenzhen) Investment Co., Ltd.

Signature: /s/ Xinhong Cai

August 20, 2020

Attachment 1: Management Consulting and Service Schedule

Party A shall offer the management consulting and services related to core business to Party B, including but not limited to the followings;

General Matters

Technical consulting and services, business consulting, business administration and consulting, assets and equipment leasing, marketing consulting, and system management and maintenance, etc.;

Technical Consulting Matters

II.

Provide and maintain service platform, and protect the security\safety;

III.

Provide and maintain computer system and equipment;

IV.

Conceive, create, design, update and maintain service platform and website;

Develop and test new products;

VI.

Improve relevant technology according to Party B’s business demand;

VII.

Give consulting services and professional trainings necessary for Party B’s operation and business;

Sales and Consulting Matters

VIII.

Formulate sales plan and undertake the appraisal of new products;

IX.

Research and analyze the market;

Formulate market and sales strategy;

XI.

Deal with public relations or media service;

Other Matters

XII.

Give appropriate trainings, consulting and assistance related to its operation and business to Party B’s employees;

XIII.

Provide labor assistance at the request of Party B, including but not limited to lending or dispatching of relevant personnel (provided that Party B bears relevant labor costs);

XIV.

According to the operation management needs of Party B at the time, Party A shall offer other management consulting and services added with the approval of the Parties from time to time;

XV.

Offer other services related to Party B’s operation; and other services added with the approval of the Parties.

Attachment 2: Calculation and Payment Method of Service Fee

Calculation of service fee. Party A shall offer management consulting and services in accordance with the terms and provisions of the Agreement, and Party A and Party B hereby unanimously agree that 100% of the profit (defined as below) (incurred from the commencement date) shall be paid to Party A as service fee. Nonetheless, in consideration of actual operation condition of Party B, Party A may unilaterally adjust this percentage once or more than once at any time. The commencement date of such adjustment may be dated back to the date of signing of the Agreement (“service fee”).

“Profit” is hereby defined as below:

The earnings after taxes of Party B. nonetheless, if such earnings after taxes is a negative number (namely loss), Party A shall be entitled to select other accounting item to define the profit (including but not limited to the following accounting items). Party A reserves the final and absolute right of interpretation and change of the definition of profit (including but not limited to adjustment of any accounting items, such as addition or removal of non-cash accounting items), but all the accounting items shall be calculated in the accounting principle of International Financial Reporting Standards (IFRS).

EBT – Earnings before Tax;

EBIT – Earnings before Interest and Tax, or Operating Income;

EBITDA – Earnings before Interest, Tax, Depreciation and Amortization

II.

Arrangement of service fee. Party B shall pay Party A the service fee quarterly (“quarterly service fee”). Nonetheless, Party A may unilaterally require Party B to handle all or part of the quarterly service fee in the following manner: Suspend the payment of quarterly service fee, recognize such service fee as accounts payable of Party B to Party A, and set interest rate or calculate interests on the instructions of Party A.

III.

Payment method of service fee. Party B shall provide the corresponding quarterly service fee, financial statements and business performance data for Party B within 30 days after every quarter ends (the format, contents and accounting items must meet the requirements of Party A), and pay Party A the corresponding quarterly service fee and other amounts approved by Party A. Party B shall remit the payment amount to the designated account of Party A according to the written notice of Party A. Party A and Party B may further confirm the payment deadline in writing. After receiving the remittance from Party B, Party A shall issue the invoice to Party B according to the requirements of laws.

IV.

Annual report. Party B shall provide its corresponding annual financial audit report for Party A within 90 days after every accounting year ends. The audit must be undertaken and such audit report must be issued by the accounting firm recognized by Party A in accordance with International Financial Reporting Standards (IFRS). If Party A holds that the total quarterly service fee paid by Party B to Party A for the corresponding accounting year is less than corresponding total amount in audit report, Party B shall immediately make up such difference to Party A.

Annual check of service fee. Party A shall be entitled to dispatch personnel (Party A’s employees or accounting firm entrusted by Party A) (“Party A’s representative”) to Party B so as to review the financial status of Party B and the calculation method and amount of service fee. Therefore, Party B shall provide all the relevant documents, statements, records or data for Party A’s representative so as to confirm and approve the amount of service fee. Unless Party A’s representative makes major mistake in calculation, Party A shall reserve the final right of confirmation for the service fee amount, and Party B shall pay Party A the service fee according to the calculation result from Party A’s representative.

VI.

Market change. Party A shall be entitled to adjust the calculation formula of service fee according to market changes at any time. Party A shall immediately notify Party B after making the adjustment, and Party B shall pay the service fee calculated in the adjusted calculation formula of service fee from the next month after receiving the notice or from the next service item.

Exhibit 10.3

Exclusive Option Agreement

The Exclusive Option Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties at Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen on August 18, 2020:

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd., is a wholly foreign owned enterprise established and effectively existing in accordance with the laws of the People’s Republic of China (hereinafter referred to as “China”, excluding Hong Kong, Macao and Taiwan for the purpose of the Agreement), domicile: ;

Party B: Ding Xiang (Shenzhen) Investment Co., Ltd., is a limited liability company established and effectively existing in accordance with Chinese laws, domicile: ;

Party C: Shenzhen Zhong Wei Technology Co., Ltd., is a limited liability company established and effectively existing in accordance with Chinese laws, domicile: .

In the Agreement, Party A, Party B, and Party C shall be severally referred to as “any party” and collectively referred to as “the Parties”.

Whereas:

1. Party B holds 100% of the shares of Party C;

2. Party A, Party B, and Party C signed Exclusive Management Consulting and Service Agreement (hereinafter referred to as “Service Agreement”) on August 18, 2020;

3. Party A, Party B, and Party C signed Equity Pledge Agreement (hereinafter referred to as “Equity Pledge Agreement”) on August 18, 2020.

Now, therefore, the Parties hereby enter into the following agreement with the consensus reached through negotiations:

Equity Purchase Option

1.1 Equity purchase option

Pursuant to Chinese laws and regulations, Party B hereby irrevocably grants the exclusive equity option to Party A to enable Party A or one or more of its assignees (“assignees”) to purchase the exclusive right of all or part of the shares that Party B holds in Party C from Party B at the price prescribed in Article 1.3 hereof at any time (“equity purchase option”). Except Party A and its assignees, Party B shall not grant such option to other third person. Party C hereby agrees that Party B grants the equity purchase option to Party A, and such authorization shall be irrevocable during the validity period of the Agreement.

Party B and Party C hereby further agree, 1) Party A may unilaterally transfer the equity purchase option completely or partially to any third person; therefore, such third person shall inherit all or part of Party A’s rights and obligations hereof, and thus become a party of the Agreement exercising the equity purchase option in accordance with relevant provisions hereof; 2) when Party A actually exercises the equity purchase option, it may designate any third person compliant with laws as the shareholder of Party C.

“Person” prescribed in this article and the Agreement refers to individual, company, joint venture, partnership, trust or non-corporate enterprise, etc.

1.2

Exercise procedure

Party A shall exercise the equity purchase option in accordance with the provisions of Chinese laws and regulations. When Party A exercises the equity purchase option, it shall send written notice (“Equity Purchase Option Notice”) to Party B. The Equity Purchase Option Notice shall state the following matters:

(a) Party A’s decision on the exercise of purchase option;

(b) The ratio of shares that Party A intends to purchase from Party B (“purchased equity”);

(d) Payment method and bank remittance information;

(e) Organization name or person’s name of the actual shareholders of Party C;

(f) Power of attorney that permits the assignees to exercise the equity purchase option.

1.3 Purchase price of equity

Unless appraised according to the requirement of laws, purchase price of the equity purchase option exercised by Party A (“purchase price of equity”) shall be the lowest of the followings prescribed with the consent of Party A:

(a) Actual contribution amount paid by Party B for the purchased equity; or

(b) Lowest transfer price compliant with Chinese laws and regulations at the time of exercising equity purchase option.

1.4

Transfer of purchased equity

Party B and Party C shall complete the following procedures and other related procedures (if any) within 10 days from the date when Party A sends Equity Purchase Option Notice or the period approved by Party A:

(a) Party B shall urge Party C to hold Shareholders’ Meeting in time, deliberate over and pass the resolutions of Party B’s transfer of equity to Party A and/or its assignees and other relevant matters at reasonable request of Party A, and immediately submit the aforementioned written resolutions to Party A for filing after the meeting;

(b) Party B shall sign equity transfer agreement with Party A (or its assignees) meeting Party A’s requirements and other documents necessary for equity transfer (“documents related to transfer of equity ownership”) according to Equity Purchase Option Notice issued by Party A as required by Party A, and immediately submit one copy to Party A for filing after signing the aforementioned documents;

(d) Party B shall warrant that no secured interests are set on the purchased equity, and it shall hand over the purchased equity to Party A and/or its assignees effectively in time, assist Party A and/or its assignees in dealing with relevant formalities for equity transfer, such as register of shareholders of Party C and equity change registration, etc.

“Secured interests” in this article refer to other secured interests not set, such as other guarantee, mortgage, equity purchase option, right of preemption, and right of set-off, etc., except for all the equity held by Party B in Party C and pledged by Party B to Party A so that Party B and Party C can fulfill all the obligations in Exclusive Management Consulting and Service Agreement signed with Party A,

1.5 Payment

Party A shall pay Party B corresponding equity purchase amount in the legal mode prescribed in Chinese laws and regulations.

Undertakings and Warranties

2.1 Undertakings and warranties of Party C

(a) Without the written consent of Party A, it shall not supplement, change or revise the Memorandum of Association of Party C in any form, increase, decrease or change its registered capital in other mode, or undertake any act to split, dissolve or change the corporate form of Party C;

(b) According to good financial and commercial standards and practices, it shall maintain the existence of the company, effectively operate the business and handled the affairs at its discretion so as to maintain the value of Party C’s assets, and shall not undertake any act that may have adverse effect on its operational status and assets value;

(c) Without the written consent of Party A, it shall not sell, transfer, mortgage, pledge or dispose any assets, business, income and other rights to earnings in other way beyond the scope of normal business and operation;

(d) Without the written consent of Party A, it shall not create or inherit any debts, except for the non-borrowing debt incurred in the day-to-day operation and the debts disposed to Party A and approved by Party A in writing;

(e) Without the written consent of Party A, it shall not sign any major contracts (major contracts prescribed in this article refer to the contracts with single transaction amount exceeding RMB 1,000,000 or the contracts with relatively small single contract amount but accumulative amount for the same transaction counterparty or associated company of counterparty exceeding RMB 500,000).

(f) Without the written consent of Party A, it shall not provide the guarantee in any form to any third party, including loan, financial aid or mortgage, and pledge, etc., or allow any third party to set mortgage or pledge on its assets or equity;

(g) It shall provide all the materials about Party C’s operation and financial status at the request of Party A;

(h) Without the written consent of Party A, it shall not cooperate, engage in joint venture, carry out external investment to establish any third party or acquire any third party;

(i) If any litigation, arbitration or administrative proceeding related to Party C’s assets, business and income happens or may happen, it shall notify Party A immediately;

(j) Without the written consent of Party A, it shall not distribute the dividend to the shareholders in any form;

(k) It shall appoint a person recommended by Party A and meeting statutory conditions as the directors, supervisors and senior management of Party C, and/or dismiss the directors, supervisors and/or senior management of Party C, and perform all the relevant resolution and filing procedures at the request of Party A;

(l) As for the undertakings in Article 2.1 applicable to Party C, Party B and Party C shall urge Party C’s subsidiaries to conform to such undertakings if applicable as such subsidiaries are Party C of corresponding articles.

2.2

Undertakings and warranties of Party B

Party B hereby irrevocably undertakes:

(a)

Without the written consent of Party A, it shall not donate, transfer, mortgage, pledge or dispose any shares and related rights to earnings that it holds in Party C in other way, or allow setting any encumbrance on any secured interests except for the pledge set according to Equity Pledge Agreement signed between Party A and Party B;

(b)

Party B shall not engage in operational business or any other activity that has adverse effect on the reputation of Party C;

(c)

Party B shall take all the measures to keep all the operational certificates and licenses of Party C legal, valid, and legally renewed in time;

(d)

Party B shall not sign any documents in conflict of interests with the legal instruments that are signed with Party C or Party A and its assignees and being performed, or make relevant commitments; Party B shall not cause the conflict of interests between Party B and Party A & its shareholders through action or by means of non-action. If such conflict of interests occurs (Party A shall be entitled to unilaterally determine whether such conflict of interests occurs), Party B shall take measures to eliminate such conflict as soon as possible with the consent of Party A or its assignees;

(e)

Without the written consent of Party A, Party B shall not directly or indirectly participate in and engage in the business in competition or potential competition with that of Party C and its controlled subsidiaries in any way;

(f)

It shall immediately notify Party A of any litigation, arbitration or administrative proceeding related to the equity that Party B holds in Party C that is in progress or likely to occur.

(g)

If the shares of Party C can be transferred to Party A’s assignees with the consent of Party A, all of Party B’s rights and obligations hereof shall be transferred to such transferee, and Party B shall try the best to urge and require such transferee to unconditionally inherit such rights and obligations

(h)

It shall vote in the Shareholders’ Meeting of the company against the cooperation or joint venture between Party C and any third party, external investment to establish any third party or acquisition of any third party without the prior consent of Party A in writing;

(i)

It shall deliberate over and pass the transfer matters of the purchased equity hereof in the Shareholders’ Meeting of the company;

(j)

It shall appoint the natural person recommended by Party A and meeting statutory conditions as the directors of Party C;

(k)

It shall immediately transfer its equity to Party A’s assignees at the request of Party A, and waive the right of preemption of the aforementioned equity transferred by other existing shareholders;

(l)

It shall strictly comply with the provisions of the Agreement and other contracts signed by Party B & Party C and Party A jointly or severally, and fulfill the obligations of the aforementioned contracts, and shall not undertake any act that may influence the effectiveness and enforceability of the aforementioned contracts;

(m)

Party B shall jointly bear all the costs arising from the signing and execution of documents related to transfer of equity ownership, and assist Party A in dealing with relevant necessary formality to acquire corresponding purchased equity, including but not limited to acquiring the governmental approval necessary for purchased equity and industry and commerce change registration for the matters, such as change of the Memorandum of Association and company shareholder change, etc.

2.3 Joint undertakings and warranties of Party B and Party C

(a)

Party B and Party C are entitled to sign the Agreement and every equity transfer agreement (severally referred to as “transfer agreement”) signed according to the Agreement, and fulfill the obligations of the Agreement and equity transfer agreements. Once the Agreement and every equity transfer agreement is signed, Party B and Party C may be subject to statutory performance of corresponding obligations in accordance with corresponding articles;

(b)

The signing and performance of the Agreement and transfer agreements shall not violate any obligations, any relevant approvals or authorizations prescribed in any related Chinese laws, the Articles of Incorporation or other organizational documents of Party C, and any effective contractual legal instrument signed by Party B or Party C;

(c)

Party B holds complete and flawless ownership of the shares that it holds in Party C and no secured interests are set on the aforementioned equity without the consent of Party A;

(d)

Party C does not hold any outstanding debts except for the reasonable debts arising from the day-to-day operation and the debts disclosed to Party A or approved by Party A in writing;

(e)

Currently they undergo no litigation, arbitration or administrative proceeding related to Party B’s equity and Party C’s assets that is in progress or likely to occur.

(f)

During the validity period of the Agreement, Party A may, if necessary (or for any reason, including but not limited to tax, accounting or other reasons), require Party B and Party C to supplement and revise any term and article hereof, and Party B and Party C hereby undertake to immediately sign on the instructions of Party A.

Effectiveness and Term

The Agreement shall come into effect on the date of being signed by the authorized representatives of the Parties and affixed with seal, and remain effective permanently. Unless otherwise specified herein, Party A shall be entitled to notify Party B and Party C of the termination of the Agreement through issuing 20-day written notice. However, Party B and Party C shall not terminate the Agreement in advance.

Governing Laws and Dispute Resolution

4.1 Governing laws

The signing, effectiveness, interpretation and performance of the Agreement and the resolution of the disputes hereof shall be governed by Chinese laws.

4.2 Dispute resolution method

The Parties shall firstly resolve any dispute arising from the interpretation and performance of the Agreement through amicable negotiations. If the Parties fail to enter into the agreement of dispute resolution within 30 days after one party sends the written notice requesting resolution through negotiation to the other parties, any party shall be entitled to submit relevant dispute to South China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules effective then. The arbitration place is Shenzhen and the arbitration language is Chinese. The arbitration award shall be final and have binding force on the parties.

Except for the disputed matter for the Parties, the Parties shall continually perform their respective obligations in good faith.

Liability for Breach of Contract

If Party A suffers any loss due to Party B or Party C’s breach of any article hereof, Party B and Party C shall undertake joint responsibility of compensation.

Taxes and Expenses

All the taxes and expenses related to the Agreement shall be respectively borne by Party A and Party B in compliance with relevant provisions of laws; Party B shall compensate Party A in full amount after Party A pays the amount attributed to Party A according to law.

Notice

The notice or other correspondence sent by any party hereof shall be made in Chinese, and delivered by specialized person, by post or via fax to the following address of other parties or other addresses given by other party in the notice to other agreement parties in the means of notice prescribed herein. The actual service date of the notice shall be determined in the following mode: (a) For the notice delivered by specialized person, it shall be deemed as delivered on the date of delivery by specialized person; (b) for the notice in the form of letter, it shall be deemed as delivered on the tenth day after the post date of registered airmail with postage paid (indicated by postmark, or on the fourth day after delivered to special delivery service institution internationally recognized; and (c) for the notice sent via fax, it shall be deemed as served at the receiving time indicated on transmission confirmation of relevant document.

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Address:

Addressee: ______________________________

Tel.: __________________________________________

Fax: ____________________________________________

Party B: Ding Xiang (Shenzhen) Investment Co., Ltd.

Address:

Addressee: ___________________________________

Tel.: ________________________________________

Fax: ____________________________________________

Party C: Shenzhen Zhong Wei Technology Co., Ltd.

Address:

Addressee: _____________________

Tel.: ____________________________________________

Fax: ____________________________________________

Responsibility of Confidentiality

The Parties hereby acknowledge that any oral or written materials exchanged with each other and related to the Agreement are deemed as confidential materials. The Parties shall keep all the aforementioned materials confidential, and shall not disclose any relevant materials to any third person without the written consent of the disclosing party, unless: (a) The public has learnt or will learn the aforementioned materials not due to the arbitrary disclosure by any of the receiving party to the public; (b) the materials are disclosed as required by laws; or (c) any party needs to disclose the transaction stated herein to its legal or financial advisor, provided that such legal or financial advisor shall perform the responsibility of confidentiality similar to this article. The disclosure by the staff or hired institution of any party shall be deemed as disclosure by such party, which shall undertake the liability for breach of contract in accordance with the Agreement. This article shall remain effective whether the Agreement is terminated for any reason.

Miscellaneous

9.1

Amendment, revision and supplement

The Parties shall sign written agreement on any amendment, revision and supplement of the Agreement.

9.2

Performance

The Parties hereby agree to sign relevant documents and take other measures beneficial to the performance of the provisions hereof.

9.3

Transfer

Party A shall be entitled to transfer its rights and obligations hereof to any third party, and the transferee shall inherit Party A’s rights and obligations hereof. Party A shall notify Party B and Party C in writing within reasonable period before such transfer, and Party B and Party C shall sign relevant contracts and/or documents for such transfer at the request of Party A.

9.4

Compliance with laws and regulations

The Parties shall fully comply with effective Chinese laws and regulations.

9.5

Complete agreement

In addition to the written amendment, supplement or revision made after the signing of the Agreement, the Agreement shall constitute the complete agreement on the subject matter hereof entered into by the Parties, and replace all the oral or written negotiation, representation and contracts previously made on the subject matter hereof.

9.6

Language

The Agreement is made in Chinese and in triplicate, with each party holding one, which shall have equal legal force.

9.7

Severability

If any article or provision hereof becomes ineffective, illegal or unenforceable according to laws, all the other articles and provisions hereof shall remain fully effective. After confirming any article or provision becomes ineffective, illegal or unenforceable, the Parties shall revise the Agreement through negotiations in good faith so as to reflect the true intentions of the Parties to the greatest extent in the mode acceptable to the Parties, and thus accomplish the transaction proposed herein as initially planned to the greatest extent.

9.8

Continuing effectiveness

(a) Any obligations arising due to the Agreement before the expiry or forward termination of the Agreement shall remain effective after the expiry or forward termination hereof.

(b) Article 5 and 8 hereof shall remain effective after the termination of the Agreement.

(The remainder of this page is intentionally left blank. The signing page is attached)

(This page is left blank and serves as the signing page of Exclusive Option Agreement. The Parties have instructed their respective authorized representatives to sign Exclusive Option Agreement on the date first above written.)

Party A: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Signature: /s/ Congying Fang

Party B: Ding Xiang (Shenzhen) Investment Co., Ltd.

Signature: /s/ Xinhong Cai

Party C: Shenzhen Zhong Wei Technology Co., Ltd.

Signature: /s/ Weide Li

August 18, 2020

Exhibit 10.4

Power of Attorney

Principal: Ding Xiang (Shenzhen) Investment Co., Ltd.

Unified Social Credit Code:

Trustee: YiQiLai (Shenzhen) Consulting Management Co., Ltd.

Unified Social Credit Code:

Ding Xiang (Shenzhen) Investment Co., Ltd. (hereinafter referred to as “the Company”) is a shareholder of Shenzhen Zhong Wei Technology Co., Ltd. (unified social credit code: ) and holds 100% of the shares of Shenzhen Zhong Wei Technology Co., Ltd. (hereinafter referred to as “Zhong Wei”). With regard to the existing and future equity that the Company holds in Zhong Wei (hereinafter referred to as “underlying equity”), the Company hereby irrevocably authorizes YiQiLai (Shenzhen) Consulting Management Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of the Power of Attorney:

1. Authorize WFOE or persons designated by WFOE (hereinafter collectively referred to as “trustees”) as the exclusive authorized agent to exercise the rights for the matters of underlying equity on behalf of the Company with full authority, including but not limited to: (1) Call and hold Shareholders’ Meeting of Zhong Wei; (2) exercise all the shareholders’ rights and the shareholder’s voting right attributed to the Company in accordance with the laws and the Memorandum of Association of Zhong Wei, including but not limited to dividend right, and the right to sell, transfer, pledge or dispose all or part of the underlying equity; (3) sign any resolutions and meeting minutes, and approve the revision of the Memorandum of Association of the Company as the shareholder of Zhong Wei in the name and on behalf of the Company; (4) designate, appoint or replace the legal representative, directors, supervisors, and senior management of Zhong Wei, and give advice or address inquiry; (5) exercise other shareholders’ rights prescribed in laws.

2. For the purpose of exercising the entrusted rights herein, the Trustee shall be entitled to learn the information related to company operation, business, clients, finance and employees of Zhong Wei, etc., and refer to relevant materials of Zhong Wei, and the Company shall fully cooperate;

3. Any action or non-action of the Company shall not cause any conflict of interests between the Company and/or Zhong Wei and WFOE (including but not limited to the shareholders of WFOE); if such conflict of interests occurs, the Company shall take any measures as instructed by WFOE to eliminate such conflict of interests without violating Chinese laws;

4. All the actions of the Trustee related to the underlying equity shall be deemed as action of the Company, and all the documents it signs shall be deemed as signed by the Company and shall be recognized by the Company;

5. The Trustee shall hold sub-entrustment right and may entrust the handling of the aforementioned matters to other persons or organizations on its own without notifying the Company or acquiring the consent of the Company in advance;

The Power of Attorney shall come into effect on the date of signing, and remain irrevocable and effective. During the validity period of the Power of Attorney, the Company hereby waives all the rights for the underlying equity that it entrusts to the Trustee through the Power of Attorney, and shall not exercise such rights by itself. During the validity period of the Power of Attorney, all the acts of the authorized agent within the scope of authorization shall represent the position of the Company.

	Principal: Ding Xiang (Shenzhen) Investment Co., Ltd.

	Legal Representative: /s/ Xinhong Cai

	Date: August 18, 2020

Exhibit 10.5

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION. THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS.

THE SECURITIES BEING SUBSCRIBED TO MAY NOT BE SOLD, OFFERED, OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A “U.S. PERSON” (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

SHARE ISSUANCE AGREEMENT

THIS SHARE ISSUANCE AGREEMENT (this “Agreement”), dated as of August 18, 2020 (the “Execution Date”), is entered into by and among American Education Center, Inc., a Nevada corporation (the “Company”), and each of the individuals and entities listed in Exhibit A (each a “Subscriber” and collectively, the “Subscribers”).

W I T N E S S E T H:

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and Regulation S promulgated thereunder, the Company desires to issue and sell to each of the Subscribers, and the Subscriber, severally and not jointly with other purchasers, desires to purchase from the Company, securities of the Company as more fully described in this Agreement;

WHEREAS, the Subscribers together, hold in the aggregate, 100% of the equity interests of Shenzhen Chongwei Technology Co., Ltd., a company incorporated pursuant to the laws of the PRC (the “PRC OpCo”). The Company, the Subscribers as shareholders of PRC OpCo, and the PRC Op Co, desire to enter into a series of contractual arrangements, including an Equity Pledge Agreement, an Exclusive Business Cooperation Agreement, an Exclusive Option Agreement, and Irrevocable Powers of Attorney (collectively, the “VIE Agreements”) no later than September 30, 2020;

WHEREAS, as consideration for the Subscribers to enter into the VIE Agreements, the Company desires to issue to the Subscribers as a group up to an aggregate of 2,640,690 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) (collectively, the “Shares”), representing in the aggregate, up to 4.47% of the Company’s issued and outstanding Common Stock, as of the date of this Agreement, in such amount set forth next to each Subscriber’s name on Exhibit A, based on the terms and conditions set forth herein; and

WHEREAS, the offer and issuance of the Shares by the Company (the “Offering”) is being made in reliance upon the provisions of Regulation S (“Regulation S”) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act.

NOW, THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and Subscribers agree as follows:

ISSUANCE OF SHARES OF COMMON STOCK

1.1 Consideration. Subject to the terms and conditions set forth herein, the Subscribers agree to cause the PRC OpCo to enter into the VIE Agreements contemporaneously with the date of this Agreement in exchange for the Shares to be issued to each Subscriber pursuant to the terms hereof.

1.2 Issuance of Common Stock. Subject to the terms and conditions set forth herein, the Company agrees to issue to each of the Subscribers that number of Shares set forth next to each Subscriber’s name on Exhibit A, subject to forfeiture pursuant to Section 1.4 of this Agreement.

1.3 Closing. The closing of the transactions contemplated hereby shall take place as agreed by the Company and each Subscriber (the “Closing” and such date and time the “Closing Date”) within [7] business days following the execution of the VIE Agreements by and among the Company, the Subscribers as shareholders of PRC OpCo, and the PRC Op Co. At the Closing, the Company shall deliver to the Subscribers such certificates in the names of the Subscribers (“Certificates”), representing such number of Shares as set forth next to each Subscriber’s name on Exhibit A. The Certificates shall be released to the Subscribers pursuant to the terms and conditions of the Escrow Agreement (as defined below). The Company is not obligated to complete transactions underlying the Closing if the VIE Agreements are not duly executed by the Company, the Subscribers as shareholders of PRC OpCo, and the PRC Op Co.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Subscribers that:

2.1 Organization. The Company is duly incorporated in [Nevada] and is validly existing in good standing under the laws of [Nevada]. The Company is not in violation of any of the provisions of its articles of incorporation, by-laws or other organizational or charter documents, each as may be amended (the “Internal Documents”). The Company has no subsidiaries and does not have an equity interest in any other firm, partnership, association or other entity. The Company is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise), properties or prospects of the Company.

2.2 Authority. The Company has all power and authority to: (i) conduct its business as presently conducted and as proposed to be conducted as described herein; (ii) enter into and perform its obligations under this Agreement; and (iii) issue, sell and deliver the Shares. The execution and delivery of this Agreement and the issuance, sale and delivery of the Shares has been duly authorized by all necessary corporate action. Once executed and delivered, this Agreement will constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

2.3 Valid Issuance. The Shares will be duly and validly issued, fully paid and non-assessable, and free from all taxes or liens with respect to the issue thereof and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of shareholders of the Company and/or any other person.

2.4 No Litigation. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement by the Company or the consummation of any of the transactions contemplated hereby or thereby, and/or (ii) could reasonably be expected to have a material adverse effect on the Company’s operations.

2.5 No Material Violation. The Company is not in (i) violation or default of any provision of its Internal Documents; (ii) default or material violation of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; and/or (iii) default or material violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable.

2.6 No Conflict. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or his properties or assets. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares.

2.7 Certain Fees. No brokers fees, finder’s fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions contemplated by this Agreement. The Subscribers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF EACH OF THE SUBSCRIBERS

Each Subscriber hereby represents and warrants to the Company as follows:

3.1 Organization. Such Subscriber is either an individual or an entity, corporate, partnership, limited liability company, duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its formation, with full right, or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his, her or its obligations hereunder and thereunder.

3.2 Authority. Such Subscriber has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold to him, her or it hereunder. The execution, delivery and performance of this Agreement by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership or limited liability company action, and no further consent or authorization of such Subscriber or its Board of Directors, stockholders, partners, members, or managers, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Subscriber enforceable against such Subscriber in accordance with the terms hereof.

3.3 Purchase Entirely for Own Account. This Agreement is made with such Subscriber in reliance upon such Subscriber’s representation to the Company, which by such Subscriber’s execution of this Agreement, such Subscriber hereby confirms. The Shares to be acquired by such Subscriber will be acquired for investment for such Subscriber’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Subscriber further represents that such Subscriber does not presently have any contract, undertaking, agreement or arrangement with any individual, corporation, partnership, limited liability company, joint venture, trust or other entity (“Person”) to sell, transfer or grant participations to any Person, with respect to any of the such Subscriber’s Shares.

3.4 Experience of Subscriber. Such Subscriber, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.

3.5 Ability to Bear Risk. Such Subscriber understands and agrees that the purchase of the Shares is a high risk investment and that such Subscriber is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including a risk of total loss of such investment. Such Subscriber must bear the substantial economic risks of the investment in the Shares indefinitely because the Shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration(s) is available.

3.6 Disclosure of Information. Such Subscriber has been given access to full and complete information regarding the Company and has utilized such access to such Subscriber’s satisfaction for the purpose of obtaining such information regarding the Company as such Subscriber has reasonably requested. In particular, such Subscriber: (i) has received and thoroughly read and evaluated all the disclosures contained in this Agreement; and (ii) has been given a reasonable opportunity to review such documents as such Subscriber has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the Shares and the business and affairs of the Company and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of this investment and to verify the accuracy of the information supplied. Such Subscriber is satisfied that he, she or it has received adequate information with respect to all matters which he, she or it considers material to its decision to make this investment.

3.7 Restricted Securities. Such Subscriber understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Subscriber’s representations as expressed herein. Such Subscriber understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Subscriber must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Except as otherwise provided herein, such Subscriber acknowledges that the Company has no obligation to register or qualify the Shares. Such Subscriber further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period of the Shares, or requirements relating to the Company that are outside of such Subscriber’s control, and which the Company is under no obligation, and may not be able, to satisfy.

3.8 No Public Market. Such Subscriber understands that no public market now exists for the Shares and that the Company has made no assurances that a public market will ever exist for the Common Stock.

3.9 Exculpation Among Subscribers. Such Subscriber acknowledges that he, she or it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Such Subscriber agrees that he, she or it is not liable to any other purchasers participating in this Offering for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

3.10 Residence. Such Subscriber is presently a bona fide resident of the state or country represented on the signature page hereof and has no present intention of becoming a resident of any other state, country, or jurisdiction, and the address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number) set forth on the signature page hereof are Subscriber’s true and correct residential or business address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number).

3.11 Trading Restrictions. Such Subscriber has been independently advised as to the restrictions with respect to trading the Shares and with respect to the resale restrictions imposed by applicable securities laws, hereby confirms that no representation has been made to him, her or it by or on behalf of the Company with respect thereto, hereby acknowledges the risks relating to an investment therein and of the fact that he, she or it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable law, that such Subscriber (or others for whom he, she or it is contracting hereunder) is solely responsible to find out what these restrictions are and that such Subscriber is solely responsible (and not the Company) for compliance with applicable resale restrictions and that such Subscriber is aware that he, she or it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities laws, and he, she or it agrees that any certificates representing the Shares may bear a legend indicating that the resale of such securities is restricted.

3.12 Reporting Company Status. Such Subscriber is aware that the Company is not a “reporting company” (as such term is used in the Securities Exchange Act of 1934, as amended) in the U.S.

3.13 Additional Financings. The Company may complete additional financings, including project financing, in the future in order to develop the business of the Company and to fund its ongoing development; there is no assurance that such financings or project financings will be available and, if available, on reasonable terms; failure to obtain sufficient additional funds by way of debt or equity financings or through joint ventures will prevent the continued development of the business of the Company and any such future financings may have a dilutive effect on current security holders, including such Subscriber.

3.14 Holding Periods. Such Subscriber is solely responsible (and not the Company) for compliance with all applicable hold periods and resale restrictions to which the Shares are subject.

3.15 Confidential Information. The Subscriber agrees that such Subscriber and his, her or its employees, agents and representatives will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which such Subscriber may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to such Subscriber pursuant to this Agreement, unless such information is (i) known to the public through no fault of such Subscriber or his, her or its employees or representatives; (ii) becomes part of the public domain other than by a breach of this Agreement; (iii) becomes known by the action of a third party not in breach of a duty of confidence; or (iv) is required to be disclosed to a third party pursuant to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction; provided, however, that a Subscriber may disclose such information (i) to his, her or its attorneys, accountants and other professionals in connection with their representation of such Subscriber in connection with such Subscriber’s investment in the Company, (ii) to any prospective permitted transferee of the Shares, or (iii) to any general partner or affiliate of such Subscriber, so long as the prospective transferee agrees to be bound by the provisions of this Section 3.15.

3.16 Regulation S Exemption. Such Subscriber acknowledges and agrees that none of the Shares have been registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with applicable state and provincial securities laws. Such Subscriber understands that the Shares are being offered and sold to him, her or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of such Subscriber to acquire the Shares. In this regard, such Subscriber represents, warrants and agrees that:

(a) The Subscriber is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

(A)

any natural person resident in the United States of America;

(B)

any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;

(C)

any estate of which any executor or administrator is a U.S. Person;

(D)

any trust of which any trustee is a U.S. Person;

(E)

any agency or branch of a foreign entity located in the United States of America;

(F)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(G)

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(H)

any partnership, company, corporation or other entity if:

(1)

organized or incorporated under the laws of any foreign jurisdiction; and

(2)

formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(b) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Subscriber was outside of the United States.

(c) The Subscriber realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Subscriber has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have any such intention.

(d) The Subscriber will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

(e) The Subscriber will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

(f) The Subscriber was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(g) Neither the Subscriber nor or any person acting on his, her or its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Subscriber and any person acting on his, her or its behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

(h) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(i) Neither the Subscriber nor any person acting on his, her or its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The Subscriber agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

(j) The Subscriber has carefully reviewed and completed the investor questionnaire annexed hereto as Exhibit B.

3.17 No Advertisements or Direct Selling Effort. Such Subscriber is not receiving the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting. The Subscriber has not acquired the Shares as a result of, and will not engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that such Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein.

3.18 Legend. Such Subscriber acknowledges and agrees that the Shares shall bear a restricted legend (the “Legend”), in the form and substance as set forth in Section 4 hereof, disclosing the prohibition on the offer, sale, pledge or transfer of the Shares, except (i) pursuant to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject to any escrow restrictions).

3.19 Economic Considerations. Such Subscriber is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. Such Subscriber has relied solely on his, her or its own advisors.

3.20 Compliance with Laws. Any resale of the Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. Such Subscriber will not offer to sell or sell the Shares in any jurisdiction unless such Subscriber obtains all required consents, if any.

3.21 General. Such Subscriber understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of such Subscriber to acquire the Shares.

LEGENDS, ETC.

4.1 Legends. Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

4.2 Company’s Refusal to Register Transfer of Shares. The Company shall refuse to register any transfer of the Shares not made in accordance with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities Act, or (iii) pursuant to an available exemption from the registration requirements of the Securities Act.

TRANSFER RESTRICTIONS.

5.1 Restrictions on Transfer. No Subscriber shall transfer any of his, her or its Shares until the Certificates representing such Shares have been released to such Subscriber. Notwithstanding the foregoing or anything else to the contrary in this Agreement, except for any Permitted Transfer (as defined below), (i) a Subscriber shall not transfer, assign, encumber or otherwise dispose of any Shares, and (ii) a Subscriber shall not transfer, assign, encumber or otherwise dispose of any of the Shares in contravention of the Market Stand-Off or the transfer restrictions set forth in this Section 5 below.

5.2 Transferee Obligations. Each Person (other than the Company) to whom the Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such Person is bound by the provisions of this Agreement and that the transferred Shares are subject to (i) the Market Stand-Off and (ii) the transfer restrictions set forth in this Section 5, to the same extent such Shares would be so subject if retained by the transferring Subscriber.

MISCELLANEOUS

6.1 Definitions.

(a) “Initial Public Offering” shall mean a self-underwritten offering, or an underwritten public offering, either firm commitment or best efforts, pursuant to an effective registration statement under the Securities Act, covering the offer and sale of the Company’s Common Stock.

(b) “Permitted Transfer” shall mean with respect to a Subscriber (i) a transfer of the Shares to one or more of such Subscriber’s family members (as defined in Rule 701 promulgated by the SEC under the Securities Act) through a gift or domestic relations order, or as otherwise permitted by Rule 701 promulgated by the SEC under the Securities Act, (ii) a transfer of title to the Shares effected pursuant to such Subscriber’s will or the laws of descent and distribution following such Subscriber’s death, or (iii) a transfer to the Company in pledge as security for any purchase-money indebtedness incurred by such Subscriber in connection with the acquisition of the Shares.

6.2 Fees and Expenses. Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

6.3 Representations and Warranties. The representations and warranties of the Company and each Subscriber shall survive the Closing and delivery of the Shares.

6.4 Indemnification. Each Subscriber agrees to indemnify and hold harmless the Company and each of its directors, officers or agents from and against any and all losses, damages, liabilities and expenses arising out of or in connection with any breach of, or inaccuracy in, any representation or warranty of such Subscriber, whether contained in this Agreement or otherwise.

6.5 Waiver, Amendment. Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought.

6.6 Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either Company or the Subscribers without the prior written consent of each other party.

6.7 Section and Other Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.8 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York, New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

6.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

6.10 Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or if delivered by facsimile or electronic transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine):

(a) if to a Subscriber, at the address included on the signature page for such Subscriber.

(b) if to the Company:

American Education Center, Inc

2 Wall Street Fl 8,

New York, NY 10005

Attn: Max Chen

6.11 Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.

6.12 Entire Agreement. This Agreement (including the Exhibit hereto) and the Escrow Agreement constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes and cancels any other written or oral agreement relating to the subject matter hereof between the parties.

6.13 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

6.14 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Subscribers and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

6.15 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.

6.16 Further Assurances: Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

6.17 Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof and thereof, nor shall any delay or omission of any party to exercise any right hereunder and thereunder in any manner impair the exercise of any such right accruing to it thereafter.

6.18 Successors And Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Subscribers, as applicable, provided, however, that, subject to federal and state securities laws and as otherwise provided in this Agreement, the Subscribers may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all or substantially all of its Common Stock in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of the Company or the other purchasers participated in this Offering, after notice duly given by such Subscribers to the Company provided, that no such assignment or obligation shall affect the obligations of such Subscribers hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Subscribers. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.19 Signature Page. It is hereby agreed that the execution by the Subscribers of this Agreement, in the place set forth herein, will constitute agreement to be bound by the terms and conditions hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

	Company:
	By:	/s/ Max P. Chen
		Name: Max Pu Chen
		Title: President & CEO
	Subscriber:
	/s/ Weide Li
		Name: Weide Li
		Title: General Manager
		Address:

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

	By:	/s/ Max P. Chen
		Name: Max Pu Chen
		Title: President & CEO
	Subscriber:
	/s/ Bin Liu
		Name: Bin Liu
		Title: Vice General Manager
		Address:

Exhibit A

Name	ID #	Shares
LI, Weide		2,376,621
LIU, Bin		264,069

Exhibit B

INVESTOR SUITABILITY QUESTIONNAIRE

FOR NON-U.S. INVESTORS AS DEFINED IN RULE 902 OF REGULATION S

CONFIDENTIAL

American Education Center, Inc., a Nevada corporation (the “Company”), will use the responses to this questionnaire to qualify prospective investors for purposes of federal and state securities laws.

Please complete, sign, date and return one copy of this questionnaire as soon as possible, via mail or facsimile, to:

Max Chen

2 Wall Street Fl 8,

New York, NY 10005,USA

Name: 

Weide Li

(EXACT NAME AS IT SHOULD APPEAR ON SECURITIES)

1.	Please indicate the country in which you maintain your principal residence and how long you have maintained your principal residence in that country.

Country:	China

Duration:	17 years

Address:

Email Address:

You agree that the Company may present this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire is true and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment.


		(Signature) /s/ Weide Li

		Title or capacity of signing party if the Subscriber is partnership, corporation, trust or other non-individual entity
Date:	8/18/2020

I. INDIVIDUAL INVESTORS

(Investors other than individuals should turn to Part II)

INITIAL EACH BOX TRUE OR FALSE OR COMPLETE, AS APPROPRIATE

Disclosure of Foreign Citizenship.

1.

__True____ ________

True False

You are a citizen of a country other than the United States.

2.

__China_______________

If the answer to the preceding question is true, specify the country of which you are a citizen.

Verification of Status as a Non-”U.S. Person” under Regulation S.

3.

_False_____ ________

True False

You are a natural person resident in the United States.

PLEASE PROVIDE COPIES OF THE IDENFICATION DOCUMENTS ISSUED BY THE COUNTRY OF WHICH YOU ARE A CITIZEN.

PLEASE TURN TO PART III AND SIGN AND DATE THIS QUESTIONNAIRE

II. NON-INDIVIDUAL INVESTORS

(Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity)

·

If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.

PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED.

INITIAL EACH BOX TRUE OR FALSE

Disclosure of Foreign Ownership.

1.	_____ _________ True False	You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a “Foreign Entity”).

2.	_____ _________ True False	You are a corporation of which, in the aggregate, more than one-fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign partnerships (as defined below) (a “Foreign Corporation”)

3.	_____ _________ True False	You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as defined below) (a “Foreign Partnership”)

4.	_____ _________ True False	You are a representative of, or entity controlled by, any of the entities listed in items 1 through 3 above.

Verification of Status as a Non-”U.S. Person” under Regulation S.

1.

_____ _________

True False

You are a partnership or corporation organized or incorporated under the laws of the United States.

2.

_____ _________

True False

You are an estate of which any executor or administrator is a U.S. Person. If the preceding sentence is true, but the executor or administrator who is a U.S. Person is a professional fiduciary and (i) there is another executor or administrator who is a non-U.S. Person who has shared or sole investment discretion with respect to the assets of the estate; and (ii) the estate is governed by foreign law, you may answer “False.”

3.	_____ _________ True False	You are a trust of which any trustee is a U.S. Person. If the preceding sentence is true, but the trustee who is a U.S. Person is a professional fiduciary and (i) there is another trustee who is a non-U.S. Person who has shared or sole investment discretion with respect to the trust assets; and (ii) no beneficiary of the trust is a U.S. Person, you may answer “False.”

4.	_____ _________ True False	You are an agency or branch of a foreign entity located in the United States.

5.	_____ _________ True False	You are a non-discretionary or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person.

6.	_____ _________ True False	You are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized or incorporated, or (if an individual) resident in the United States. If the preceding sentence is true, but such account is held by a dealer or other professional fiduciary organized or incorporated, or resident in the United States for the benefit or account of a non-U.S. Person, you may answer “False.”

7.	_____ _________ True False	You are a partnership or corporation that was organized under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act not organized or incorporated. If the preceding sentence is true, but you were organized or incorporated and are owned by accredited investors (as defined in rule 501(a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False.”

8.	_____ _________ True False	You are an employee benefit plan established and administered in accordance with the law and customary practices and documentation of a country other than the United States.

9.	_____ _________ True False	You are an agency or branch of a U.S. Person located outside the United States that is (i) operated for valid business reasons; (ii) engaged in the business of insurance or banking; and (iii) subject to substantive insurance or banking regulation, respectively, where located.

10.	_____ _________ True False	You are the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or one of their agencies, affiliates or pension plans.

III. SIGNATURE

You agree that the Company may disclose this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire is true, complete and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment.

FOR INDIVIDUALS:

	Weide Li
	(Signature)

	Date:	8/18/2020

FOR ENTITIES:


	Name of Entity


	(Signature)


	Name of Signing Party


	Title of Signing Party

	Date:

Exhibit B

INVESTOR SUITABILITY QUESTIONNAIRE

FOR NON-U.S. INVESTORS AS DEFINED IN RULE 902 OF REGULATION S

CONFIDENTIAL

Please complete, sign, date and return one copy of this questionnaire as soon as possible, via mail or facsimile, to:

Max Chen

2 Wall Street Fl 8,

New York, NY 10005,USA

Name: 

 Bin Liu

(EXACT NAME AS IT SHOULD APPEAR ON SECURITIES)

1.	Please indicate the country in which you maintain your principal residence and how long you have maintained your principal residence in that country.

Country:	China

Duration:	11 years

Address:

Email Address:


	(Signature) /s/ Bin Liu

	Title or capacity of signing party if the Subscriber is partnership, corporation, trust or other non-individual entity

Date:

08/18/2020

I. INDIVIDUAL INVESTORS

(Investors other than individuals should turn to Part II)

INITIAL EACH BOX TRUE OR FALSE OR COMPLETE, AS APPROPRIATE

Disclosure of Foreign Citizenship.

1.

_True_____ ________

True False

You are a citizen of a country other than the United States.

2.

_China________________

If the answer to the preceding question is true, specify the country of which you are a citizen.

Verification of Status as a Non-”U.S. Person” under Regulation S.

3.

False______ ________

True False

You are a natural person resident in the United States.

PLEASE PROVIDE COPIES OF THE IDENFICATION DOCUMENTS ISSUED BY THE COUNTRY OF WHICH YOU ARE A CITIZEN.

PLEASE TURN TO PART III AND SIGN AND DATE THIS QUESTIONNAIRE

II. NON-INDIVIDUAL INVESTORS

(Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity)

·

If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.

PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED.

INITIAL EACH BOX TRUE OR FALSE

Disclosure of Foreign Ownership.

1.	_____ _________ True False	You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a “Foreign Entity”).

2.	_____ _________ True False	You are a corporation of which, in the aggregate, more than one-fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign partnerships (as defined below) (a “Foreign Corporation”)

3.	_____ _________ True False	You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as defined below) (a “Foreign Partnership”)

4.	_____ _________ True False	You are a representative of, or entity controlled by, any of the entities listed in items 1 through 3 above.

Verification of Status as a Non-”U.S. Person” under Regulation S.

1.

_____ _________

True False

You are a partnership or corporation organized or incorporated under the laws of the United States.

2.

_____ _________

True False

You are an estate of which any executor or administrator is a U.S. Person. If the preceding sentence is true, but the executor or administrator who is a U.S. Person is a professional fiduciary and (i) there is another executor or administrator who is a non-U.S. Person who has shared or sole investment discretion with respect to the assets of the estate; and (ii) the estate is governed by foreign law, you may answer “False.”

3.	_____ _________ True False	You are a trust of which any trustee is a U.S. Person. If the preceding sentence is true, but the trustee who is a U.S. Person is a professional fiduciary and (i) there is another trustee who is a non-U.S. Person who has shared or sole investment discretion with respect to the trust assets; and (ii) no beneficiary of the trust is a U.S. Person, you may answer “False.”

4.	_____ _________ True False	You are an agency or branch of a foreign entity located in the United States.

5.	_____ _________ True False	You are a non-discretionary or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person.

6.	_____ _________ True False	You are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized or incorporated, or (if an individual) resident in the United States. If the preceding sentence is true, but such account is held by a dealer or other professional fiduciary organized or incorporated, or resident in the United States for the benefit or account of a non-U.S. Person, you may answer “False.”

7.	_____ _________ True False	You are a partnership or corporation that was organized under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act not organized or incorporated. If the preceding sentence is true, but you were organized or incorporated and are owned by accredited investors (as defined in rule 501(a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False.”

8.	_____ _________ True False	You are an employee benefit plan established and administered in accordance with the law and customary practices and documentation of a country other than the United States.

9.	_____ _________ True False	You are an agency or branch of a U.S. Person located outside the United States that is (i) operated for valid business reasons; (ii) engaged in the business of insurance or banking; and (iii) subject to substantive insurance or banking regulation, respectively, where located.

10.	_____ _________ True False	You are the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or one of their agencies, affiliates or pension plans.

III. SIGNATURE

FOR INDIVIDUALS:

	/s/ Bin Liu
	(Signature)

	Date:	8/18/2020

FOR ENTITIES:


	Name of Entity


	(Signature)


	Name of Signing Party


	Title of Signing Party

	Date: