Exhibit 10.1

Share Transfer Agreement

This Share Transfer Agreement (this “Agreement”) dated December 27, 2017 (the “Execution Date”), is among Technovative Group, Inc., a Delaware corporation (the “Company”), and such entities and individuals as listed herein in Exhibit A (the “Shareholders”) who hold, in the aggregate, 100% of the equity interest in Guangzhou Hedu Information Technology Co., Ltd or 广州 市 合度信息技术有限责任公司 (the “Target Company”), an entity incorporated in the PRC.

WHEREAS, the Company intends to, through a wholly owned foreign entity (the “WOFE”), enter into a series of contractual agreements with the Target Company and its Shareholders, including Equity Pledge Agreement, Exclusive Business Cooperation Agreement, Exclusive Option Agreement, and Irrevocable Power of Attorney (together, the “VIE Agreements”);

WHEREAS, as an inducement for execution of the VIE Agreements and the Loan Agreement, the Company shall issue to such Shareholders holding 100% of Target Company’s equity interest, up to 41,815,880 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) (the “Shares”), representing up to 40% of the Company’s issued and outstanding Common Stock, valued at $4,185,880 in an aggregate, on the terms and conditions set forth herein.

WHEREAS, the parties hereto intend that the issuance and acquisition of the Shares shall be exempt from registration under the Securities Act of 1933, as amended, under Regulation S promulgated thereunder.

NOW, THEREFORE, in consideration of the promises and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, and, after friendly consultations, on the principles of equality and mutual benefit, all parties to this Agreement have reached the following agreement in accordance with the provisions of the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures and its implementation regulations, the Company Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and other relevant laws and regulations of the People’s Republic of China, the parties hereto agree as follows:

Article 1
Definitions

Unless otherwise prescribed and stipulated herein, the following terms used in this Agreement shall have the meanings set forth as follows:

1. “Claims” refers to all the claims, actions, demands, proceedings judgments liabilities, damages, amounts, costs and expenses (including but not limited legal costs and disbursements) whatsoever and howsoever arising.

2. “Encumbrance” refers to any mortgage, assignment, lien, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive right, and any other restriction or conditions whatsoever.

3. “Examination and Approval Authority” pursuant to the provisions for the examination and approval of projects which have investments by foreign investors in the PRC, refers to the relevant Chinese government departments having authority to examine and approve any corporate documents of the Target Company, and VIE Agreement Registration.

4. “Execution Date” refers to the date on which this Agreement is signed by all parties hereto.

5. “PRC” or “China” refers to the People’s Republic of China.

6. “Material Adverse Change” refers to the following:

(a) investigations (which may cause the Target Company to be punished) and penalties upon the Target Company by relevant governmental authorities, which may have material impact on the normal business operation of the Target Company;

(b) involvement with any litigation, arbitration or any other judicial proceedings by the Target Company, which may have material impact on the normal business operation of the Target Company; or

(c) any change (or any development that, insofar as can reasonably be foreseen, is likely to result in any change) that may cause loss to the financial conditions, business, assets or increase of liabilities of the Target Company in the amount of more than $10,000.

7. “RMB” or “Renminbi” refers to the legal currency of the PRC.

8. “Third Party” refers to any natural person, legal entity, or other organization or entity, other than the parties to this Agreement.

9. “VIE Agreements Registration” refers to (i) the exercise of the purchase option under the exclusive option agreement shall be approved by and/or registered with the relevant PRC governmental authorities; and (ii) the equity pledge under the equity pledge agreement shall be registered with the relevant PRC governmental authorities to effect the pledge thereunder.

Article 2
Issuance the Shares and Claw Back

1. Pursuant to the terms and conditions of this Agreement, the Shareholders agree to cause the Target Company to enter into the VIE Agreements on or before January 31, 2018 in exchange for the Shares to be issued pursuant to Section 2 hereof.

2. The Shares shall be issued to the Shareholders in four installments (“Each Installment Shares”) pro rata to the holding positions of the Shareholders in Exhibit A , as attached in Exhibit B hereto:

(a) First, the First Installment Shares of 26,134,925 shares shall be issued to the Shareholders, which shall represent 25% of the issued and outstanding shares of the Company provided that the WOFE, the Target Company, and the Shareholders shall enter into the VIE Agreements within 15 days after the Execution Date. The Shareholders and the Company shall complete the VIE Agreement Registration as soon as practicable no later than 30 days after the issuance of the First Installment Shares.

(b) Second, if the Target Company achieves gross revenue of not less than RMB 2.36 million in the fiscal year ending December 31, 2017 as reflected on the consolidated (audited) financial statements for the same period, the Company shall issue a Second Installment Shares to the Shareholders in the amount of 5,226,985 shares of Common Stock within 120 days after the completion of such annual audit.

(c) Third, if the Target Company achieves gross revenue of not less than RMB13.2 million in the fiscal year ending December 31, 2018 as reflected on the consolidated (audited) financial statements for the same period, the Company shall issue a Third Installment to the Shareholders in the aggregate of 5,226,985 shares of Common Stock within 120 days after the completion of such annual audit.

(d) Fourth, if the Target Company achieves gross revenue of not less than RMB36.2 million in the fiscal year ending December 31, 2019 as reflected on the consolidated (audited) financial statements for the same period, the Company shall issue a Fourth Installment to the Shareholders in the aggregate of 5,226,985 shares of Common Stock within 120 days after the completion of such annual audit.

3. Claw Back. Notwithstanding any other provision in this Agreement to the contrary, in the event the Target Company fails to achieve RMB13.2 million of revenue for the fiscal year ending December 31, 2018 as reflected on the consolidated (audited) financial statements dating December 31, 2018, the Shareholder shall, within 120 days after the completion of such annual audit, return 16,800,000 shares of the Company’s Common Stock to the Company for cancellation, and the Company’s obligations to issue further shares and the Shareholders’ rights to receive such shares pursuant to Sections 2.4(b), 2.4(c) and 2.4(d) shall immediately terminate without further effect.

4. Piggyback Registration Rights of the Shares. The Shareholders shall have the right for a period of not more than two years after the issuance of Each Installment Shares, to include no more than 25% of such Shares in the aggregate that the Shareholders shall have received from the Company (the “Registrable Securities”), as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any successor or equivalent form); provided, however, that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion of the Registrable Securities, when added to the securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company’s securities which can be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will still be required to include the Registrable Securities, but may require the Holders to agree, in writing, to delay the sale of all or any portion of the Registrable Securities for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be sold by all stockholders in such public offering shall be apportioned pro rata among all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company owned by said selling stockholders, including all holders of the Registrable Securities.

5. The number of Shares to be issued under the installments shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Common Stock (each, a “Dilution Event”) occurring on or after the Execution Date hereof. Notwithstanding the foregoing, (i) the issuance of the Shares as contemplated by Section 2.2 of this Agreement shall not be deemed a Dilution Event, and/or (ii) the issuance of Common Stock and/or other securities of the Company pursuant to any exercise or conversion of securities of Company shall not be deemed a Dilution Event, and/or (iii) the issuance of Common Stock and/or other securities of the Company not a result of dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Common Stock shall not be deemed a Dilution Event.

6. The Company may, in its sole discretion, appoint an accounting qualified person(s) agreed between the Company and the Target Company to manage the day to day books and records of the Target Company.

Article 3
Conditions to Closing of this Agreement

1. Conditions to the Company’s Obligations. The obligations of the Company hereunder to issue the Shares are subject to the satisfaction, at or before the closing of this Agreement, and no later than [January 31, 2018] (the “Closing”) of each of the following conditions, provided that these conditions are for the benefit of the Company and may be waived by the Company:

(a) The Target Company shall have provided all the due diligence documents (the “Due Diligence Documents”) on or before December 30, 2017; the Company shall have had access to the operating management of the Target Company’s business and have been permitted inspection of any and all sites where such business is conducted. Due Diligence Documents should include, but not limited to, documents and evidence related to the following matters of the Target Company, financial, legal, contractual, environmental, tax, insurance, labor, patent and trademark, pension and benefit, and any other matters that the Company and its auditors, tax and legal counsel and other advisors may deem relevant; and the Company’s due diligence investigation of the Target Company shall have been satisfactory to the Company in its sole and exclusive discretion; and

(b) The WOFE, the Shareholders and the Target Company shall have executed the VIE Agreements embodying customary terms, conditions, representations and warranties and indemnifications; the VIE Agreements shall include customary representations and warranties and indemnifications from the Target Company regarding the completeness and accuracy of such representations; and

(c) The Shareholders shall cause the Target Company to complete the VIE Agreements Registration; and

(d) There shall be no Material Adverse Change to the Target Company from the Execution Date of this Agreement to the Closing; and

(e) The Target Company shall continue business in the ordinary course from the Execution Date to Closing;

(f) The Target Company shall not have any liabilities as of the date of the Closing; and

(g) The representations and warranties of the Shareholders contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time and the Shareholders shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Shareholders at or prior to the Closing.

2. Conditions to the Shareholders’ and the Target Company’s Obligations. The obligations of the Shareholders hereunder are subject to the satisfaction, at or before the Closing of this Agreement of each of the following conditions, provided that these conditions are for the benefit of the Shareholders and may be waived by the Shareholders:

(a) The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the Closing as though made at that time and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing; and

(b) Target Company, the Shareholders and WOFE shall have entered into the VIE Agreement.

Article 4
Representations and Warranties

1. Representations and Warranties of the Target Company and Shareholders. The Target Company and Shareholders hereby represent and warrant to The Company, that:

(a) The Shareholders and Target Company have the authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby; and

(b) This Agreement has been or will be duly and validly executed and delivered by the Shareholders, and constitutes, or will constitute a legal, valid and binding obligation of the Shareholders enforceable against the Shareholders in accordance with the respective terms except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court; and

(c) All information and facts relating to the Target Company that is in the possession of the Shareholders is known to the Shareholders, or that should reasonably be known to the Shareholders, which will have a substantive effect on the Shareholders’ ability to fulfil any of their obligations in this Agreement or when disclosed to the Company shall have a substantive effect on the willingness of the Company to sign and fulfil its obligations under this Agreement, have been disclosed to the Company and the information provided by the Shareholders to the Company does not contain any representation that is untrue or misleading; and

(d) No lawsuits, arbitrations, or other legal or administrative proceedings or governmental investigations are on-going against the Target Company or the Shareholders that will materially affect the ability of the Shareholders to sign this Agreement and for the Shareholders to cause the Target Company to fulfil the obligations under this Agreement; and

(e) As of the Execution Date, the Shareholders have informed any Third Party, whose approval is required for the consummation of the transactions contemplated by this Agreement, and in case of any requirement for the consent of such Third Party, the Shareholders have already procured the corresponding written consent from such Third Party; and

(f) The Shareholders shall not take any action or cause any action to be taken after the Execution Date that may cause a Material Adverse Change to the Chinese Entity; and

(g) Regarding the documents and information provided by the Shareholders to the Company, including their agents (including without limitation the lawyers, financial consultants, etc.) prior or subsequent to the Execution Date, the Shareholders hereby undertakes that:

(i) all copies made from original documents are true and complete and that such original documents are authentic and complete;

(ii) all originals supplied to the Company or its agents, are authentic and complete;

(iii) all signatures (stamps) appearing on documents supplied to the Company or its agents as originals or copies of originals are genuine; and

(iv) the Shareholders have drawn to the attention of the Company and its agents all matters that are material for the the Company to proceed with the transaction as contemplated in this Agreement.

(h) At any time, upon the request of the Company, the Shareholders shall, at their own expense, make all efforts to carry out and/or conduct in a way which is satisfactory to the Company, or to cause a Third Party to carry out and/or conduct in a way which is satisfactory to the Company, any action and/or document which the Company deem reasonably deems requisite, in order to realize the full effectiveness and implementation of this Agreement; and

(i) The Target Company is a legal entity that has been duly established according to the laws and regulations of China and is validly and legally in existence and also operating normally in accordance with the laws and regulations of China. Signing this Agreement and fulfilling all of its obligations stipulated herein by the Shareholders and the Target Company herein, shall not contravene or result in the violation of or constitute a failure to fulfil or an inability to fulfil any of the stipulations in its articles of association or internal rules, any laws, regulations, stipulations, any authorization or approval from any government body or department or the stipulations of any contract or agreement that the Target Company or any Shareholder is a party to or is bound by; and

(j) The Shareholders are PRC citizens with all civil abilities to enter into this Agreement and fulfil all of their obligations stipulated herein. Signing this Agreement and fulfilling each of the obligations stipulated herein by the Shareholders shall not contravene or result in the violation of or constitute a failure to fulfil or an inability to fulfil any of the stipulations in any laws, regulations, stipulations, any authorization or approval from any government body or department or the stipulations of any contract or agreement that any Shareholder is a party to or is bound by; and

(k) The Shareholders further undertake and warrant that: the Shareholders have the full authority and right to cause the Target Company to enter into the VIE Agreements; and

(l) The Shareholders further undertake and warrant that: no lawsuits, arbitrations, or other legal or administrative proceedings or governmental investigations are on-going against the Target Company or the Shareholders that will materially affect the Shareholders’ ability to sign this Agreement or fulfil the Shareholders’ obligations under this Agreement; and

(m) The registered capital of the Target Company Entity has been fully paid up as scheduled. The Shareholders fully fulfilled their capital contribution obligations, which have been legally verified in accordance with relevant PRC laws. There is no withdrawal of the registered capital by the Shareholders; and

(n) The Target Company has never suffered and is not currently suffering from any administrative investigations, lawsuit, arbitration, disputes, Claims or other proceedings (no matter ongoing, pending or threatened), nor has the Target Company been punished, and the Shareholders can foresee that no punishment is to be made against the Target Company by any administrative authorities of the PRC for the issues already existing prior to execution of the VIE Agreements. The Shareholders have fully disclosed to the Company all information in respect of environmental protection, fire-prevention and work safety of the Target Company, etc. In addition, the Shareholders hereby warrant that all fees, charges, penalties and expenses payable to or being required to pay to any PRC governmental authority have been paid off. As of the Closing, there are no such fees, charges, penalties and expenses in default, nor are there any costs and/or expenses being required by any PRC governmental authority to be paid for any purpose of correcting defects and/or inappropriate actions of the Target Company in default. In the event that the Shareholders or the Target Company suffer from any penalty, damage, loss, etc. due to any such administrative investigations, lawsuit, arbitration, disputes, claims, penalties and/or other proceedings Shareholders shall be liable for the full compensation of The Company; and

(o) Prior to the Execution Date, the Shareholders have already disclosed all information about the debts of the Target Company as set forth in Exhibit C hereof. As of the Closing, such information remains complete, reliable, accurate and genuine; and

(p) As of the Closing, the Target Company has not carried out any equity investment in any other companies, enterprises, or other economic entities, etc., neither has the Target Company participated in partnerships or associations with any other companies, enterprises, other economic entities or individuals; and

(q) As of the Closing, except for the Encumbrances listed out in Exhibit C , attached hereto, the Target Company’s assets and rights are free from any security interest (including but not limited to mortgage, pledge and lien) or any other Encumbrance, neither has the Chinese Entity provided any security (including but not limited to mortgage, pledge and guarantee) for any other companies, enterprises, economic entities or any individuals; and

(r) As of the Closing, the Target Company has fully paid off all taxes required by the PRC laws and regulations, including but not limited to enterprise income tax, value-added tax, city construction tax and any additional education fees; and

(s) The Target Company’s operations and processes are in full compliance with relevant PRC laws, regulations, standards and norms, and there are no illegal actions against the Target Company of infringing upon intellectual property rights of others, such as patent, know-how, etc.; and

(t) Labor Contracts between the Target Company and the employees who are still employed by the Target Company on the Execution Date have been legally and effectively executed. As of the Execution Date, there has not been any situation which may lead the employees of the Target Company to bring labor arbitrations or lawsuits against the Target Company; and

(u) All the accounts, books, ledgers and financial records of the Target Company have been formulated in accordance with the accounting procedures and rules provided by PRC accounting system, and have been fully, properly and accurately recorded and completed, which do not involve any material mistake and deviation, and truly and precisely reflect all transactions relating to the Target Company and show the financial, contractual and other business conditions of the Target Company during every fiscal year; and

(v) The Shareholders are acquiring the Shares as principal for their own account for investment purposes only and not with a view to or for distributing or reselling the Shares or any part thereof, and the Shareholders are acquiring the Shares in the ordinary course of business and does not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares; and

a. The Shareholders agree and acknowledge that they are not, a “U.S. Persons” (as defined below) at the time the Shareholders were offered the Shares and as of the date hereof are not residents in the United States or seeking to acquire the Shares for a party in the United States.

b. “United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

(w) The Shareholders understand that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Shares in any country or jurisdiction where action for that purpose is required.

(x) The Shareholders (i) as of the execution date of this Agreement are not located within the United States, and (ii) are not acquiring the Shares for the account or benefit of any U.S. Person, except in accordance with one or more available exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), or in a transaction not subject thereto; and

(y) The Shareholders will not resell the Shares except in accordance with the applicable laws; and

(z) The Shareholders will not engage in hedging transactions with regard to Shares except as permitted by applicable laws; and

(aa) No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the 1933 Act), general solicitation or general advertising has been or will be used by the Shareholders or any of their representatives in connection with the offer and acquisition of the Shares; and

(bb) The Shareholders acknowledge that they had the opportunity to review the Company’s filings with the Commission available to be viewed online on the EDGAR system at https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html and have had (i) the opportunity to ask questions he or she deemed necessary and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Shares; (ii) access to information about the Company and its respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its acquisition of the Shares; and (iii) the opportunity to obtain such additional information that the Shareholders requests that the Company possesses or can acquire without unreasonable effort or expense; and

(cc) The Shareholders understand that the Shares will be “restricted securities” as that term is defined in Rule 144 under the 1933 Act (“Rule 144”) and all conditions for sale must be met under Rule 144 to sell the Shares. UNTIL ALL APPLICABLE CONDITIONS RULE 144 ARE SATISFIED, RULE 144 WILL BE UNAVAILABLE AND THE SECURITIES MAY NOT BE SOLD. Once Rule 144 is available, the Shares must be held for the time period required by Rule 144 unless the Shares are subsequently registered under the 1933 Act and qualified under applicable securities law or exemptions from such are available. The Shareholders further understands that the certificates evidencing the Shares shall bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(dd) The Shareholders have independently evaluated the merits of their decisions to acquire the Shares pursuant to this Agreement, and the Shareholders confirm that they have not relied on any oral statements from Company or Company’s directors or officers and has received no warranties other than those set forth herein.

2. Representations and Warranties of the Company. The Company, hereby represent and warrant to the Shareholders both jointly and severally, that:

(a) The Company, each have the full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; and

(b) The Company is duly incorporated and validly existing under the laws of the State of Delaware, and has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as it is presently being conducted. Except Technovative Group Limited, Technovative Asia Limited, Innorei Group (SAMOA) Limited Innorei Group Sdn Bhd and Link World Solution Sdn. BHD, the Company does not own or control any subsidiaries as of the date of this Agreement;

(c) The execution and delivery by the Company of this Agreement, and any other agreements contemplated hereby and the performance by the Company of their obligations thereunder, have been duly and validly authorized by the Board of Directors of each the Company, no other corporate action on the part of the Company or the stockholders of either company being necessary; and

(d) This Agreement has been duly and validly executed and delivered by the Company, and constitutes, or will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court; and

(e) No lawsuits, arbitrations, or other legal or administrative proceedings or governmental investigations, etc. are on-going against the Company that will materially affect either parties ability to sign this Agreement or fulfil its obligations under this Agreement; and

(f) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement or other document to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction or decree, such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. “Material Adverse Effect” for the purposes of this section only shall mean any of (i) a material and adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material and adverse effect on the results of operations, assets, properties, prospects, business or condition (financial or otherwise) of the Company, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations under this Agreement; provided however, that none of the following shall be deemed in and of themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) any change, event, state of facts or development generally affecting the general political, economic or business conditions of the United States; (ii) any change, event, state of facts or development generally affecting the fintech AI industry; (iii) any change, event, state of facts or development arising from or relating to compliance with the terms of this Agreement; (iv) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international or national calamity or any material worsening of such conditions; (v) changes in laws or U.S. generally accepted accounting principles after date hereof or interpretation thereof; or (vi) any matter set forth in the Agreement or exhibits thereto; and

(g) The Company are not required to obtain any consent, waiver, authorization, approval or order of, give any notice to, or make any filing or registration with, any federal, provincial, state, local or other governmental authority or any other individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind in connection with the execution, delivery and performance by the Company of this Agreement, other than (i) filings required by state securities laws or (ii) the filing of a Notice of Sale of Securities on Form D with the Securities and Exchange Commission under Regulation D of the 1933 Act; and

(h) The Shares have been duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of any and all liens Encumbrances, Claims, security interest or pre-emptive rights.

Article 5
Taxes Payable under this Agreement

Any taxes or fees arising out of and payable pursuant to the fulfilment of the terms of this Agreement shall be paid by the respective party hereto liable for the taxes or fees under the applicable provisions of relevant laws and regulations of the applicable taxation authority.

Article 6
Termination

1. This Agreement may be terminated and abandoned at any time prior to the Closing:

(a) by the written mutual consent of the Company and the Shareholders;

(b) by the Company, upon written notice to the Shareholders, if any of the conditions set forth in Article 3 Section 1 of this Agreement shall not have been fulfilled in all material respects at the time at which the Closing would otherwise occur or if satisfaction of such a condition is or becomes impossible; or

(c) by the Shareholders, upon written notice to the Company if any of the conditions set forth in Article 3 Section 2 of this Agreement shall not have been fulfilled in all material respects at the time at which the Closing would otherwise occur or if satisfaction of such a condition is or becomes impossible, provided that at the time of such notice the Shareholders must have complied in all material respects with their obligations under this Agreement; and provided, further, that The Company shall have ten (10) days after the notice sent by the Shareholders pursuant to this subsection in which to fulfill such conditions not fulfilled unless satisfaction of such a condition is or becomes impossible.

2. In the event of a termination of this Agreement in accordance with Article 6 Section 1 of this Agreement, all further obligations of the parties under this Agreement shall terminate, no party shall have any right under this Agreement against any other party, and each party shall bear its own costs and expenses; provided, however, that termination shall not relieve any party of liability for any failure to perform or comply with this Agreement prior to the date of termination, or constitute a waiver of any claim with respect thereto.

Article 7
Indemnity

1. Obligation of the Shareholders to Indemnify the Company. The Shareholders hereby agrees to indemnify and hold harmless the Company and their representatives from, against and in respect of any and all damages, losses, obligations, liabilities, claims, deficiencies, costs, taxes, penalties, fines, interest, monetary sanctions and expenses incurred by Company and WOFE, including, without limitation, reasonable attorneys’ fees and costs incurred to comply with injunctions and other court and agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce Company’s and WOFE’s rights to indemnification hereunder (“Losses”) suffered, sustained, incurred or required to be paid by any of them by reason of:

(a) any representation or warranty made by the Shareholders in or pursuant to this Agreement or any of the other agreement contemplated hereby, being untrue or incorrect in any material respect;

(b) any failure by the Shareholders to observe or perform his covenants and agreements set forth in this Agreement or any other agreement or document executed by them in connection with the transactions contemplated hereby; or

(c) any failure of the Shareholders to obtain on behalf of the Target Company the necessary government approvals contemplated hereby.

2. Indemnity Basket. Notwithstanding anything to the contrary in this Agreement, the Shareholders shall not have any obligation to indemnify the Company until and unless the aggregate amount of Losses exceeds [Fifty Thousand Dollars ($50,000)] in the aggregate (the “Basket”), after which point the Shareholders will be obligated to indemnify the Company from and against the full amount of such Losses (including the Basket).

Article 8
Confidentiality

1. All of the parties hereto agree unless otherwise provided for in another relevant confidentiality agreement that with regard to the confidential and exclusive information that has been disclosed to or may be disclosed to the other parties by any party to this Agreement pertaining to their respective businesses, or financial situations and other confidential matters, all parties to this Agreement which have received the aforesaid confidential information (including written information and non-written information, hereinafter referred to as “Confidential Information”) shall:

(a) Keep the aforesaid Confidential Information in confidence; and

(b) Not disclose the Confidential Information to any Third Party or any entity.

2. The Provisions of Section 1 of this Article 9, shall not apply to Confidential Information:

(a) which was available to the receiving party from the written records procured by the receiving party from the disclosing party before the disclosing party disclosed the information to the receiving party;

(b) which has become public information by means not attributable to any breach by the receiving party; or

(c) which was obtained, by the receiving party from a Third Party not subject to any confidentiality obligation affecting the said Confidential Information.

Article 9
Miscellaneous

1. Entire Agreement. This Agreement and the schedules hereto, constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

2. Notices. Any notice permitted or required under this Agreement shall be deemed to have been given if the notice is in writing and personally served, mailed by registered or certified mail (return receipt requested), mailed by courier with confirmed receipt or sent by facsimile with confirmation, or by registered mail, to the parties at the addresses set forth in the preamble of this Agreement. Each party may change its address by giving similar notice. Notices given as provided herein shall be deemed effective as of the date sent or facsimile transmission.

3. Amendments; Waivers. No provision of this Agreement may be waived or amended except in a writing signed by all of the parties hereto. No such waiver will be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.

4. Construction. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any documents contemplated thereby.

5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party hereto may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties hereto.

6. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

7. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York in the United States, without regard to the principles of conflicts of law thereof.

8. Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

9. Execution. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

10. Severability. Each provision of this Agreement shall be considered severable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement.

[Signature page to follow]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of date first written above.

14

Exhibit 10.2

借款合同

Loan Agreement

本借款合同 ( 下称“本合同” ) 由以下双方于 2017 年 12 月 27 日在中国深圳市签署：

This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the December 27, 2017 in ShenZhen City, China:

贷款人和借款人以下各称为“一方”，统称为“双方”。

Each of the Lender and the Borrower shall be hereinafter referred to as a "Party" respectively, and as the "Parties" collectively.

鉴于 :

Whereas:

经友好协商，双方达成本合同如下，以资信守：

After friendly consultation, the Parties agree as follows:

Lender agrees to remit the total amount of the Loan to the company's account designated by Borrower within 20 days after receiving a written notification from the Borrower regarding the same, provided that all the conditions precedent in Section 2 are fulfilled. Borrower shall provide Lender with a written receipt for the Loan upon receiving the Loan. The Loan provided by Lender under this Agreement shall inure to Borrower Company's benefit only and not to Borrower's successors or assigns.

Borrower agrees to accept the aforementioned Loan provided by Lender, and hereby agrees and warrants using the Loan to provide capital for Borrower Company to develop the business of Borrower Company. Without Lender's prior written consent, Borrower shall not use the Loan for any purpose other than as set forth herein.

Lender and Borrower hereby agree and acknowledge that Borrower's method of repayment shall be at the sole discretion of Lender, and may at Lender's option take the form of Borrower's transferring the Borrower Equity Interest in whole to Lender or Lender's designated persons (legal or natural persons) pursuant to the Lender's exercise of its right to acquire the Borrower Equity Interest under the Exclusive Option Agreement.

Lender and Borrower hereby agree and acknowledge that any proceeds from the transfer of the Borrower Equity Interest (to the extent permissible) shall be used to repay the Loan to Lender, in accordance with this Agreement and in the manner designated by Lender.

Lender and Borrower hereby agree and acknowledge that to the extent permitted by applicable laws, Lender shall have the right but not the obligation to purchase or designate other persons (legal or natural persons) to purchase Borrower Equity Interest in part or in whole at any time, at the price stipulated in the Exclusive Option Agreement.

Borrower also undertakes to execute an irrevocable Power of Attorney (the "Power of Attorney"), which authorizes Lender or a legal or natural person designated by Lender to exercise all of Borrower's rights as a shareholder of Borrower Company.

Conditions Precedent

在下列条件全部得以满足或由贷款人书面放弃后，贷款人才有义务按照第 1.1 条的规定向借款人提供贷款

The obligation of Lender to provide the Loan to Borrower contemplated in Section 1.1 shall be subject to the satisfaction of the following conditions, unless waived in writing by Lender.

Representations and Warranties

Borrower's Covenants

Notices

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery.

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

Confidentiality

双方承认及确定有关本合同、本合同内容，以及彼此就准备或履行本合同而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外： (a) 公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）； (b) 根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或 (c) 由任何一方就本合同所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本合同承担违约责任。无论本合同以任何理由终止，惟本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

Governing Law and Resolution of Disputes

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes shall be governed by the laws of China.

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in ShenZhen , and the language used in arbitration shall be Chinese . The arbitration award shall be final and binding on all Parties.

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

Miscellaneous

This Agreement shall become effective on the date thereof, and shall expire upon the date of full performance by the Parties of their respective obligations under this Agreement.

This Agreement shall be written in both Chinese and English language in two copies, each Party having one copy with equal legal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

This Agreement may be amended or supplemented through written agreement by and between Lender and Borrower. Such written amendment agreement and/or supplementary agreement executed by and between Lender and Borrower are an integral part of this Agreement, and shall have the same legal validity as this Agreement.

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

The attachments (if any) to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

[ 以下为签署页 ]

[Signature page to follow]

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本借款合同并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Loan Agreement as of the date first above written.

16

Exhibit 10.3

独家业务合作协议

Exclusive Business Cooperation Agreement

本独家业务合作协议（下称 “ 本协议 ” ）由以下双方于 2017 年 12 月 27 日在中华人民共和国（下称 “ 中国 ” ）深圳市签定 :

This Exclusive Business Cooperation Agreement (this “ Agreement ”) is executed by and among the following Parties as of the December 27, 2017 in ShenZhen City, the People’s Republic of China (“China” or the “PRC”):

甲方和乙方以下各称为 “ 一方 ” ，统称为 “ 双方 ” 。

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

鉴于：

Whereas,

Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services;

Party B is a company with exclusively domestic capital registered in China and may engage in the business of Internet Information Service, Internet Technologies Development and Software Development approved by the relevant governmental authorities in China (collectively, the “Principal Business”);

Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

据此，甲方和乙方经协商一致，达成如下协议：

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

Services Provided by Party A

Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.

Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.

Service Providing Methodology

Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.

To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A's relevant equipment or property based on the needs of the business of Party B.

Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets of Party B, to the extent permitted under the PRC laws, at the lowest purchase price permitted by the PRC laws. In this case, the Parties shall enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets.

The Calculation and Payment of the Service Fees

双方同意，就甲方提供的服务，乙方应将其净收入的 100% 的款项支付给甲方作为服务费（ “ 服务费 ” ）。服务费应当按月支付；经甲方事先书面同意，服务费费率可以根据乙方的经营需要进行调整。乙方应于每月最后一天开始起算的 30 日内， (a) 向甲方提供乙方当月的管理报表和经营数据，包括乙方在当月的净收入额（ “ 每月净收入 ” ）； (b) 将每月净收入的 100% 支付给甲方（ “ 月付款 ” ）。乙方应于每个财政年度末的 90 日内， (a) 向甲方提供乙方在本财政年度的经审计的财务报表，该财务报表应当经由甲方批准的独立注册会计师审计并认证； (b) 如果按照经审计的财务报表显示，本财政年度内乙方向甲方支付的月付款的总额有任何不足，乙方应向甲方支付财务报表显示的月付款和实际支付的月付款总额之间差额。

Both Parties agree that, in consideration of the services provided by Party A, Party B shall pay Party A fees (the “Service Fees”) equal to 100% of the net income of Party B. The Service Fees shall be due and payable on a monthly basis; upon the prior written consent by Party A, the rate of Service Fees may be adjusted pursuant to the operational needs of Party B. Within 30 days after the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such month, including the net income of Party B during such month (the “Monthly Net Income”), and (b) pay 100% of such Monthly Net Income to Party A (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A, and (b) pay an amount to Party A equal to the shortfall, if any, of the aggregate net income of Party B for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such fiscal year.

Intellectual Property Rights and Confidentiality Clauses

Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

Representations and Warranties

Party A hereby represents and warrants as follows:

Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.

Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement. Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.

Party B hereby represents and warrants as follows:

Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner;

Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement. Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it.

Effectiveness and Term

This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years. After the execution of this Agreement, both Parties shall review this Agreement every 3 months to determine whether to amend or supplement the provisions in this Agreement based on the actual circumstances at that time.

The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.

Termination

Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.

During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act, against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.

The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

Governing Law and Resolution of Disputes

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Shenzhen , and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

Indemnification

就甲方根据本协议向乙方提供的咨询和服务内容所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受任何损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意而产生的。

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

Notices

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

For the purpose of notices, the addresses of the Parties are as follows:

Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

Assignment

Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

Amendments and Supplements

双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

Language and Counterparts

本协议以中文和英文书就，一式二份，甲乙双方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

[ 以下为签署页 ]
[Signature page to follow]

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家业务合作协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

甲方： 智科 ( 深圳 ) 企业策划有限公司

Party A: Zhi Ke (ShenZhen) Corporate Marketing Co., Ltd

签字：

乙方： 广州市合度信息技术有限责任公司　

Party B: Guangzhou Hedu Information Technology Co., Ltd

签字：

12

Exhibit 10.4

独家购买权合同

Exclusive Option Agreement

本独家购买权合同（下称“本合同”）由以下各方于 2017 年 12 月 27 日在中华人民共和国（下称“中国”） 深圳市 签订：

This Exclusive Option Agreement (this "Agreement") is executed by and among the following Parties as of the December 27, 2017 in ShenZhen City , the People’s Republic of China (“China” or the “PRC”):

在本合同中，甲方、乙方和丙方以下各称“一方”，合称“各方”。

In this Agreement, each of Party A, Party B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".

鉴于：乙方持有丙方 100 % 的股权权益。

Whereas: Party B holds 100 % of the equity interest in Party C.

现各方协商一致，达成如下协议：

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

Sale and Purchase of Equity Interest

Option Granted

鉴于甲方向乙方支付了人民币 10 元 作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第 1.3 条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其所持有的丙方的全部或部分股权的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或非公司组织。

In consideration of the payment of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a "Designee") to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the "Equity Interest Purchase Option"). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term "person" as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书面通知 ( “股权购买通知” ) ，股权购买通知应载明以下事项： (a) 甲方关于行使股权购买权的决定； (b) 甲方拟从乙方购买的股权份额 ( “被购买股权” ) ；和 (c) 被购买股权的购买日 / 转让日。

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the "Equity Interest Purchase Option Notice"), specifying: (a) Party A's decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the "Optioned Interests"); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

Equity Interest Purchase Price

被购买股权的买价（“基准买价”）应为人民币 10 元 。如果在甲方行权时中国法律要求评估股权，各方通过诚信原则另行商定，并在评估基础上对该股权买价进行必要调整，以符合当时适用之任何中国法律之要求（统称，“股权买价”）。

The purchase price of the Optioned Interests (the "Base Price") shall be RMB 10. If appraisal is required by the laws of China at the time when Party A exercises the Equity Interest Purchase Option, the Parties shall negotiate in good faith and based on the appraisal result make necessary adjustment to the Equity Interest Purchase Price so that it complies with any and all then applicable laws of China (collectively, the "Equity Interest Purchase Price").

Transfer of Optioned Interests

甲方每次行使股权购买权时：

For each exercise of the Equity Interest Purchase Option:

Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B's transfer of the Optioned Interests to Party A and/or the Designee(s);

Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto.

Party B shall execute a share transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, "security interests" shall include securities, mortgages, third party's rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B's Share Pledge Agreement. "Party B's Share Pledge Agreement" as used in this Section and this Agreement shall refer to the Share Pledge Agreement ("Share Pledge Agreement") executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C's performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.

Covenants

Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：

Party B (as the shareholders of Party C) and Party C hereby covenant as follows:

Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

They shall maintain Party C's corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained;

They shall always operate all of Party C's businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C's operating status and asset value;

Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract);

Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

They shall provide Party A with information on Party C's business operations and financial condition at Party A's request;

If requested by Party A, they shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C's assets, business or revenue;

To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A's written request, Party C shall immediately distribute all distributable profits to its shareholders; and

At the request of Party A, they shall appoint any persons designated by Party A as directors of Party C.

Covenants of Party B

乙方承诺：

Party B hereby covenants as follows:

Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

Party B shall cause the shareholders' meeting and/or the board of directors of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B's Share Pledge Agreement;

Party B shall cause the shareholders' meeting or the board of directors of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A;

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

Party B shall cause the shareholders' meeting or the board of directors of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

To the extent necessary to maintain Party B's ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Party B shall appoint any designee of Party A as director of Party C, at the request of Party A;

At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A's Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C (if any); and

Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Share Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

Representations and Warranties

乙方和丙方特此在本合同签署之日和每一个转让日向甲方共同及分别陈述和保证如下：

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a "Transfer Contract"), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B's Share Pledge Agreement, Party B has not placed any security interest on such equity interests;

Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A's written consent has been obtained.

Party C has complied with all laws and regulations of China applicable to asset acquisitions; and

There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

Effective Date

本合同于各方签署本合同之日生效，有效期 10 年，经甲方选择可再延长。

This Agreement shall become effective upon the date hereof, and remain effective for a term of 10 years, and may be renewed at Party A's election.

Governing Law and Resolution of Disputes

Governing law

本合同的订立、效力、解释、履行、修改和终止以及争议解决均适用中国正式公布并可公开得到的法律。对中国正式公布并可公开得到的法律没有规定的事项，将适用国际法律原则和惯例。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.

Methods of Resolution of Disputes

因解释和履行本合同而发生的任何争议，本合同各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后 30 天之内争议仍然得不到解决，则任何一方均可将有关争议提交给 华南国际经济贸易仲裁委员会 ，由该会按照其仲裁规则仲裁解决。仲裁应在 深圳 进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in ShenZhen , and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

Taxes and Fees

每一方应承担根据中国法律因准备和签署本合同和各转让合同以及完成本合同和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税、花费和费用。

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

Notices

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

For the purpose of notices, the addresses of the Parties are as follows:

Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外： (a) 公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）； (b) 根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或 (c) 由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

Further Warranties

各方同意迅速签署为执行本合同的各项规定和目的而合理需要的或对其有利的文件，以及为执行本合同的各项规定和目的而采取合理需要的或对其有利的进一步行动。

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

Miscellaneous

Amendment, change and supplement

对本合同作出修订、修改与补充，必须经每一方签署书面协议。

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

Entire agreement

除了在本合同签署后所作出的书面修订、补充或修改以外，本合同构成本合同各方就本合同标的物所达成的完整合同，取代在此之前就本合同标的物所达成的所有口头或书面的协商、陈述和合同。

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

Headings

本合同的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本合同各项规定的含义。

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

Language

本合同以中文和英文书就，一式三份，甲乙丙三方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in three copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

Severability

如果本合同有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本合同其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

Successors

本合同对各方各自的继任者和各方所允许的受让方应具有约束力并对其有利。

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

Survival

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

Waivers

任何一方可以对本合同的条款和条件作出弃权，但必须经书面作出并经各方签字。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

[ 以下为签署页 ]

[Signature page to follow]

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家购买权合同并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Option Agreement as of the date first above written.

15

Exhibit 10.5

股权质押合同

Equity Pledge Contract

甲方（出质人）：

Party A (Pledgers):

1. 吴计笋 ，男，一位中国公民，其身份证号码 ____________ ：

1. Wu Ji Sun, male, a Chinese citizen with Chinese Identification No.: ____________ ; and

2. 谭宏亮 ，男，一位中国公民，其身份证号码： ____________

2. Tan Hong Liang , male, a Chinese citizen with Chinese Identification No.: 440602198001290913 and

3. 苏茂玲 ，女，一位中国公民，其身份证号码： ____________

3. Su Mao Ling, female, a Chinese citizen with Chinese Identification No.: ____________; and

4. 梁颂海 ，男，一位中国公民，其身份证号码： ____________

4. Liang Songhai , male, a Chinese citizen with Chinese Identification No.: ____________ ;

系广州市合度信息技术有限责任公司（下称 “ 合度公司 ” ）的股东，分别持有股东百分比如下 :

are shareholders of Guangzhou Hedu Information Technology Co., Ltd (hereinafter referred to as “HEDU”), respectively holding of the equity interests as follows:

1. 吴计笋持有 63.54% 股权。

1. Wu Ji Sun holding 63.54% of the equity interests.

2. 谭宏亮持有 15.84% 股权。

2. Tan Hong Liang holding 15.84% of the equity interests.

3. 苏茂玲持有 10.62% 股权。

3. Su Mao Ling holding 10.62% of the equity interests.

4. 梁颂海持有 10% 股权。

4. Liang SongHai holding 10% of the equity interests.

乙方（质权人）：

Party B (Pledgee):

智科 ( 深圳 ) 企业策划有限公司 ，系一家在深圳市福田区注册登记的外商独资公司，营业执照注册号： 91440300MA5EP16U1Y 。

Zhi Ke (ShenZhen) Corporate Marketing Co., Ltd, a wholly foreign-owned company registered in FuTian District of Shenzhen City, with the business license number of 91440300MA5EP16U1Y.

本股权质押合同于 2017 年 12 月 27 日在深圳市福田区签署。

This equity pledge contract is executed in FuTian District of Shenzhen City on December 27, 2016

鉴于：

1. 乙方与合度公司签订了独家业务合作协议及相关协议，为保护乙方利益，甲方同意将其拥有的合度公司 100% 股权质押给乙方；

1. Party B has signed an exclusive business cooperation agreement and relevant agreements with HEDU. In order to protect the interests of Party B, Party A agrees to pledge 100% of their equity interests in HEDU to Party B;

2. 乙方同意接受甲方的股权质押。

2. Party B agrees to accept the equity pledge of Party A.

依照中华人民共和国相关法律和法规，协议各方本着平等互利原则，通过友好协商达成以下条款以资信守：

In accordance with the relevant laws and regulations of the People’s Republic of China, both parties hereby enter into the Contract based upon the following terms through friendly negotiation for mutual compliance:

第一条 : 担保义务

Article 1: Security duty

质押的股权应保证合度公司（和 / 或其股东）能够履行与乙方的独家业务合作协议及相关协议项下的义务；违反担保义务时，乙方有权依法处分质押股权及其他派生权益。

The pledged equity interests shall ensure HEDU (and/or its shareholders) can fulfill the obligations under the exclusive business cooperation agreement and relevant agreements with Party B; when the security duty is violated, Party B shall be entitled to dispose the pledged equity interests and other derived rights and interests according to law.

第二条 : 质物

Article 2: Pledged property

本合同所称的质物为现由甲方持有的合度公司 100% 股权及其派生的权益（系指质押股权应得红利及其他收益）。

The pledged property as mentioned herein is the 100% of the equity interests of HEDU and other derived rights and interests which are currently held by Party A (dividends and other benefits from the pledged equity interests).

第三条 : 担保义务的范围

Article 3: Scope of the security duty

担保义务的范围为乙方与合度公司、甲方参与签署的所有协议，包括但不限于独家业务合作协议中赋予乙方的权利和利益。

The scope of the security duty is limited to the rights and interests granted to Party B under the exclusive business cooperation agreement and relevant agreements signed by Party B, HEDU and Party A.

第四条 : 出质人声明

Article 4: Statement of pledgers

1. 出质人是质押股权的合法持有人，出质人的股权质押行为已经合度公司股东会全体股东表决通过。

1. The pledgers are lawful holders of the pledged equity interests. The equity pledge behavior has been approved by voting of all shareholders at a shareholders’ meeting of HEDU.

2. 在签署本合同前，出质人未曾将本质押股权质押给任何第三人，同时本质押股权未有被法院冻结及其他有损股权完整的情况。

2. Before signing the Contract, the pledgers did not pledge the pledged equity interests to any third party, the pledged equity interests were not frozen by a court and there were no other circumstances that damage the equity interests.

3. 除非质权人事先书面同意，出质人将不转让或以任何其他方式处置质押股权。

3. Without the prior written consent of the pledgee, the pledgers shall not transfer or otherwise dispose the pledged equity interests.

第五条 : 质押流程和质押登记

Article 5: Pledge process and pledge registration

在本合同签署后 5 个工作日内，合同当事方应在深圳市工商管理等部门办理与质押股权有关的质押登记手续。

Within 5 working days upon signing of the Contract, the parties hereto shall go through pledge registration procedures on the pledge equity interests with the industrial and commercial administration authority of Shenzhen and other authorities

第六条 : 质押股权的转让

Article 6: Transfer of the pledged equity interests

未经乙方书面同意，甲方不得转让质押的股权。

Without the written consent of Party B, Party A shall not transfer the pledged equity interests.

第七条 : 本合同自各方签字、盖章并经工商部门登记后生效。

Article 7: The Contract shall come into effect upon signed and sealed by the parties hereto and registered with the industrial and commercial administration authority.

第八条 : 适用法律

Article 8: Applicable law

本合同的执行、效力、解释和履行，及由本合同产生的争议的解决，均适用中华人民共和国法律。

The execution, effectiveness, interpretation and performance of the Contract and the settlement of the disputes arising therefrom shall be applicable to the law of the People’s Republic of China.

第九条 : 违约责任

Article: 9 Responsibility for breach of contract

本合同生效后，协议各方应全面履行约定的义务；如未能履行本合同约定的义务，无论从单个或整体上，均应视为违约，违约方应赔偿因违约造成的非违约方的损失。

After the Contract comes into effect, the parties hereto shall fully fulfill their obligations as agreed; if they fail to do so, whether unilaterally or bilaterally, it shall be deemed as breach of the contract, and the breaching party shall compensate for the losses caused thereby to the non-breaching party.

第十条 争议解决

Article: 10 Settlement of disputes

因本合同产生的任何争端应首先通过友好协商解决，协商未果的，任何一方均有权将争议提交至华南国际经济贸易仲裁委员会裁决，仲裁地点是深圳。仲裁裁决是最终结果并对各方具有约束力。

Any dispute arising from execution of the Contract shall be firstly settled through friendly negotiation. If such negotiation fails, any party shall have the right to submit the dispute to South China International Economic and Trade Arbitration Commission for arbitration. The place of arbitration is in Shenzhen. The arbitration award shall be final and binding upon both parties.

第十一条 : 其他

Article 11: Miscellaneous

本合同一式 七 份，甲乙双方各持一份、合度公司持一份、另一份交工商行政管理机关办理登记手续。

The Contract is executed in seven counterparts, with Party A and Party B for each holding one, HEDU holding one, and the industrial and commercial administration authority holding one for handling registration procedures.

本合同以中文和英文书就具有同等效力。中英文版本如有冲突，应以中文版为准。

This Agreement shall be written in both Chinese and English language with equal legal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

[ 以下为签署页 ]

[Signature page to follow]

有鉴于此，甲乙双方已使得经其授权的代表于文首所述日期签署了本股权质押合同并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Pledge Contract as of the date first above written.

甲方： 吴计笋 , 谭宏亮 , 苏茂玲 , 梁颂海

Party A: Wu Ji Sun, Tan Hong Liang, Su Mao Ling, Liang SongHai

Name: Tan Hong Liang

乙方： 智科 ( 深圳 ) 企业策划有限公司

Party B: Zhi Ke (ShenZhen) Corporate Marketing Co., Ltd

5

Exhibit 10.6

授权委托书

Power of Attorney

本人，吴计笋，中国公民，身份证号码为 ___________________ ，系拥有 广州市合度信息技术有限责任公司 （“合度公司”） 63.54% 的股权（“本人股权”）的股东，就本人股权，特此不可撤销地授权 智科 ( 深圳 ) 企业策划有限公司 （“ WOFE ”）在本授权委托书的有效期内行使如下权利：

I, Wu Ji Sun, a Chinese citizen with Chinese Identification Card No.: ____________, and a holder of 63.54% of the entire registered capital in Guangzhou Hedu Information Technology Co., Ltd , ("HEDU") ("My Shareholding"), hereby irrevocably authorize Zhi Ke (ShenZhen) Corporate Marketing Co., Ltd ("WOFE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

授权 WOFE 作为本人唯一的排他的代理人就有关本人股权的事宜全权代表本人行使包括但不限于如下的权利：

1 ）参加合度公司的股东会；

2 ）行使按照法律和合度公司章程规定本人所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本人股权的全部或任何一部分；以及

3 ）作为本人的授权代表指定和任命合度公司法定代表人（董事长）、董事、监事、总经理以及其他高级管理人员等。

WOFE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to:

1) attend shareholders' meetings of HEDU ;

2) exercise all the shareholder's rights and shareholder's voting rights. I am entitled to under the laws of China and HEDU 's Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and

3) designate and appoint on behalf of myself the legal representative (chairperson), the director, supervisor, the chief executive officer and other senior management members of HEDU.

WOFE 将有权在授权范围内代表本人签署独家购买权合同（本人应要求作为合同方）中约定的转让合同，如期履行本人作为合同一方的与本授权委托书同日签署的股权质押合同和独家购买权合同，该权利的行使将不对本授权形成任何限制。

Without limiting the generality of the powers granted hereunder, WOFE shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

WOFE 就本人股权的一切行为均视为本人的行为，签署的一切文件均视为本人签署，本人会予以承认。

All the actions associated with My Shareholding conducted by WOFE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WOFE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WOFE.

不论合度公司的股东权益有任何变化，本人的股权只能由 WOFE 行使。除非 WOFE 同意，本人不得将其在合度公司的股东权益转让给除 WOFE （或 WOFE 指定的第三方）以外的其他个人或公司。

Despite of re-restructure of HEDU’s shareholder restructure, WOFE is still authorized to have the power and authority. I’m not allow to transfer/sell any share of HEDU to any parties, individual or companies, except get the approval from WOFE.

WOFE 有转委托权，可以就上述事项的办理自行再委托其他人或单位而不必事先通知本人或获得本人的同意。

WOFE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent.

在本人为合度公司的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of HEDU.

本授权委托书期间，本人特此放弃已经通过本授权委托书授权给 WOFE 的与本人股权有关的所有权利，不再自行行使该等权利。

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英文书就，中英文版本如有冲突，应以中文版为准。

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.