TKK SYMPHONY ACQUISITION Corp (Form: SC TO-I/A, Received: 11/22/2019 16:13:07)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Schedule TO

Tender Offer Statement
under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

TKK SYMPHONY ACQUISITION CORPORATION

(Name of Subject Company (Issuer) and (Name of Filing Person (Issuer))

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G88950103

(CUSIP Number of Class of Securities)

c/o Texas Kang Kai Capital Management (Hong Kong) Limited

2039, 2/F United Center,

95 Queensway Admiralty, Hong Kong

+852 6212 8493

(Name, address, and telephone number of person authorized to receive

notices and communications on behalf of filing persons)

With a copy to:

Douglas S. Ellenoff, Esq.

Stuart Neuhauser, Esq.

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300

CALCULATION OF FILING FEE

Transaction Value: $256,500,000*

Amount of Filing Fee: $33,293.70**

*	Estimated for purposes of calculating the amount of the filing fee only. The transaction value assumes the purchase of a total of 25,000,000 outstanding ordinary shares of TKK Symphony Acquisition Corporation, par value $0.0001 per share, at the tender offer price of $10.26 per share.

**	The amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $129.80 for each $1,000,000 of the value of the transaction.

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $33,293.70		Filing Party: TKK Symphony Acquisition Corporation
Form or Registration No.: Schedule TO		Date Filed: October 17, 2019

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates

☐	Third-party tender offer subject to Rule 14d-1.

☒	Issuer tender offer subject to Rule 13e-4

☐	Going-private transaction subject to Rule 13e-4

☐	Amendment to Schedule 13D under Rule 13d-2

☐	Check the following box if the filing is a final amendment reporting the results of the tender offer.

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by TKK Symphony Acquisition Corporation, a Cayman Islands exempted company (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on October 17, 2019, as amended by Amendment No. 1 filed with the SEC on November 15, 2019 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase up to 25,000,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) at a price of $10.26 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated October 17, 2019 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of the Company. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

Items 1 through 11 of the Schedule TO, to the extent such Items incorporated by reference in the information contained in the Offer to Purchase, a copy of which was filed with the Schedule TO as Exhibit (a)(1)(A), are hereby amended and supplemented as follows in response to comments from the Securities and Exchange Commission:

(a)

Adding new headings and paragraphs at the end of risk factors under the title “Risks Relating to Doing Business in China” starting on page 26 to the Offer to Purchase to read as follows:

Following the Business Combination, we will face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the SAT issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Circular 7. Pursuant to Circular 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises, may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and is established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, considerations include, inter alia, (i) whether the main value of the equity interest of the relevant offshore enterprise derives directly or indirectly from PRC taxable assets; (ii) whether the assets of the relevant offshore enterprise mainly consist of direct or indirect investment in China or if its income is mainly derived from China; and (iii) whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature evidenced by their actual function and risk exposure. According to Circular 7, where the payer fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Circular 7 does not apply to transactions of sales of shares by investors through a public stock exchange where such shares were acquired on a public stock exchange. On October 17, 2017, the SAT issued the Circular on Issues of Tax Withholding regarding Non-PRC Resident Enterprise Income Tax, or Circular 37, which further elaborates the relevant implemental rules regarding the calculation, reporting and payment obligations of the withholding tax by the non-resident enterprises. Nonetheless, there remain uncertainties as to the interpretation and application of Circular 7. Circular 7 may be determined by the tax authorities to be applicable to its offshore transactions or sales of its shares or those of its offshore subsidiaries where non-resident enterprises, being the transferors, were involved.

Accordingly, following the Business Combination, if a holder of our ordinary shares purchases our ordinary shares in the open market and sells them in a private transaction, or purchases our ordinary shares in a private transaction and sells them in the open market, and fails to comply with the SAT Circular 7, the PRC tax authorities may take actions, including requesting us to provide assistance for their investigation or impose a penalty on us, which could have a negative impact on our business operations. In addition, since we may pursue acquisitions as one of our growth strategies, and may conduct acquisitions involving complex corporate structures, the PRC tax authorities might impose taxes on capital gains or request that we submit certain additional documentation for their review in connection with any potential acquisitions, which may incur additional acquisition costs, or delay our acquisition timetable.

The PRC tax authorities have discretion under Circular 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the equity interests transferred and the cost of investment. We may pursue acquisitions in the future that involve complex corporate structures. Following the Business Combination, if we are considered a non-resident enterprise under the EIT Law and if the PRC tax authorities make adjustments to the taxable income of these transactions under Circular 7, our income tax expenses associated with such potential acquisitions will be increased, which may have an adverse effect on our financial condition and results of operations.

New legislation or changes in the PRC labor laws or regulations may affect Glory Star Group’s business operations.

Relevant PRC labor laws or regulations could be amended or updated from time to time, and new laws or regulations may be enacted. Glory Star Group may be required to change its business practices in order to comply with the new or revised labor laws and regulations or adapt to policy changes. There can be no assurance that Glory Star Group will be able to change its business practices in a timely or efficient manner pursuant to such new requirements. Any such failure may subject Glory Star Group to administrative fines or penalties or other adverse consequences which could materially and adversely affect Glory Star’s brand name, reputation, business, financial condition and results of operations.

Governmental control of currency conversion may limit Glory Star Group’s ability to utilize its net revenues effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi (RMB) into foreign currencies and, in certain cases, on the remittance of currency out of China. Glory Star Group receives all of its revenues in Renminbi. Under Glory Star Group’s current corporate structure, Glory Star will primarily rely on dividend payments from the WFOE to fund any cash and financing requirements Glory Star may have, or for the possible payment of dividends. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of the WFOE may be used to pay dividends to Glory Star. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of the WFOE and VIE to pay off their respective debt in a currency other than Renminbi owed to entities outside China, if any, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents Glory Star Group from obtaining sufficient foreign currencies to satisfy its foreign currency demands, following the Business Combination, Glory Star may not be able to pay dividends to TKK in foreign currencies which would affect the value of your investment.

The trading prices of our ordinary shares are likely to be volatile, which could result in substantial losses to our shareholders and investors.

The trading prices of our ordinary shares are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other similarly situated companies that have listed their securities in the U.S. in recent years. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of these companies’ securities after their offerings may affect the attitudes of investors toward such companies listed in the United States, which consequently may affect the trading performance of our ordinary shares, regardless of our actual operating performance following the Business Combination. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States and other jurisdictions.

In addition to market and industry factors, the price and trading volume for our ordinary shares may be highly volatile for factors specific to our own operations post Business Combination, including the following:

●

variations in Glory Star Group’s revenues, earnings and cash flow;

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announcements of new product and service offerings, investments, acquisitions, strategic partnerships, joint ventures, or capital commitments by Glory Star Group’s or its competitors;

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changes in the performance or market valuation of Glory Star Group’s company or its competitors;

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changes in financial estimates by securities analysts;

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changes in the number of Glory Star Group’s users and customers;

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fluctuations in Glory Star Group’s operating metrics;

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failures on Glory Star Group’s part to realize monetization opportunities as expected;

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additions or departures of Glory Star Group’s key management and personnel;

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release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

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detrimental negative publicity about Glory Star Group, its competitors or its industry;

●

market conditions or regulatory developments affecting Glory Star Group or its industry; and

●

potential litigations or regulatory investigations.

Any of these factors may result in large and sudden changes in the trading volume and the price at which our ordinary shares will trade. In the past, shareholders of a public company often brought securities class action suits against the listed company following periods of instability in the market price of that company's securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on Glory Star’s financial condition and results of operations.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Glory Star’s business, the market price for our ordinary shares and trading volume could decline.

Following the Business Combination, the trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about Glory Star or its industry. If research analysts do not establish and maintain adequate research coverage or if the analysts who cover Glory Star downgrade our ordinary shares or publish inaccurate or unfavorable research about Glory Star’s industry, the market price for our ordinary shares might decline. If one or more of these analysts cease coverage of Glory Star or fail to publish reports on Glory Star regularly, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ordinary shares to decline.

While the Public Company Accounting Oversight Board (PCAOB) currently has access to inspect the auditor’s work papers and practices of Glory Star Group in China, new laws or restrictions imposed by the Chinese government may limit or restrict the PCAOB inspection which would deprive you of the benefits of such inspection.

Glory Star’s independent registered public accounting firm that issues the audit reports included in this Offer to Purchase, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and the relevant professional standards. The PCAOB currently has access to inspect the working paper of Glory Star’s auditors, however, new laws or restrictions may be imposed in China that may place new restrictions on PCAOB access to the auditor’s work papers of Glory Star, or if it extends its restrictions beyond firms it is currently preventing from sharing work papers. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditors’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. Investors may lose confidence in Glory Star’s reported financial information and procedures and the quality of its financial statements if the PCAOB access to Glory Star’s auditors is limited or restricted.

(b)

The third paragraph in “Overview” starting on page 49 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

For the six month periods ended June 30, 2018 and 2019, downloads of Glory Star Group’s CHEERS App were approximately 1.97 million and 22.7 million, respectively. As of June 30, 2018, June 30, 2019, and August 30, 2019, the cumulative number of downloads of the CHEERS App exceeded 8.55 million, 35.5 million, and 55 million, respectively.

(c)

The third paragraph in “Cheers App” starting on page 51 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

As of June 30, 2019, Glory Star Group’s e-Mall has sold over 3,000 Stock Keeping Units (“SKUs”), recording over RMB6.73 million (US$0.96 million) in the volume of merchandise sold through its CHEERS App - gross merchandise value (“GMV”), which represents approximately RMB0.29 million (US$0.04 million) in revenues, achieving an impressive monthly GMV of RMB3.5 million (US$0.5 million) in June 2019, up from only RMB1.3 million (US$0.2 million) in April 2019.

(d)

The first heading and paragraph in “Industry Overview” starting on page 55 of the Offer to Purchase are hereby deleted and replaced in their entirety with the following:

Growth of e-commerce in China.

The growing e-commerce market scale, as well as the population of online shoppers in China, have built a solid industry outlook for emerging e-commerce platforms. In an October 2019 market research study that we commissioned, Market Overview of Content-Driven E-commerce Platform in China, iResearch Consulting reported that the total e-commerce market sales in China has reached RMB15,242 billion in 2018, with a compound annual growth rate (CAGR) of 17.6% from 2014 to 2018. The e-commerce sales in China grows faster than that of total retail sales of consumer goods in China, which has a CAGR of 8.8% from 2014 to 2018.

(e)

Adding new heading and paragraph after the last paragraph of “Overview” on page 124 of the Offer to Purchase to read as follows:

Key Metrics

Glory Star monitors the following key metrics to evaluate the growth of its business, measure the effectiveness of its marketing efforts, identify trends affecting its business, and make strategic decisions:

CHEERS App Downloads. Glory Star defines this metric as the total number of downloads of the CHEERS App as of the end of the period. Because Glory Star has expanded into e-commerce through its CHEERS App, it believes that this is a key metric in understanding the growth in this business. The number of downloads demonstrates whether Glory Star is successful in its marketing efforts in converting viewers of its professionally-produced content on other platforms to the CHEERS App. Glory Star views the number of downloads at the end of a given period as a key indicator of the attractiveness and usability of its CHEERS App and the increased traffic to its e-Mall platform. As of June 30, 2018 and 2019, downloads of the CHEERS App exceeded 8.55 million and 35.5 million, respectively, and as of August 30, 2019, the number of downloads of the CHEERS App exceeded 55 million. Glory Star believes that this increase in downloads demonstrate the success it has in converting viewers of its content to the CHEERS App.

Gross Merchandise Value (GMV). Glory Star defines gross merchandise value, or GMV, as the volume of merchandise sold through its CHEERS App at the end of the period. As Glory Star grows its e-Mall platform, it is important to monitor the volume of merchandise that it has sold through the e-Mall. By keeping track of the GMV, it allows Glory Star to determine the attractiveness of its CHEERS App platform to its merchants and users. As of June 30, 2019, Glory Star Group’s e-Mall has sold over 3,000 Stock Keeping Units (“SKUs”), recording over RMB6.73 million (US$0.96 million) in the volume of merchandise sold through its CHEERS App - gross merchandise value (“GMV”), which represents approximately RMB0.29 million (US$0.04 million) in revenues, achieving an impressive monthly GMV of RMB3.5 million (US$0.5 million) in June 2019, up from only RMB1.3 million (US$0.2 million) in April 2019. Glory Star believes that growth in the GMV will be driven significantly by Glory Star’s ability to attract and retain users to the CHEERS App through its professionally-produced content and to further enhance its product offerings.

(f)

The paragraph “(d) Cash and cash equivalents” on page 125 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

(d) Cash and cash equivalents. Cash consists of cash on hand and cash in banks. Glory Star Group maintains cash with various financial institutions in China. As of December 31, 2017 and 2018, and June 30, 2019 (unaudited), cash balances were $5,186 thousand, $2,437 thousand, and $1,290 thousand, respectively, and were uninsured and all located inside of the PRC. Glory Star Group has not experienced any losses in its bank accounts and believes it is not exposed to any risks on its cash in its bank accounts.

(g)

The paragraph “(1) Copyright revenue” on page 127 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

(1) Copyright revenue. Glory Star Group self produces or coproduces TV series featuring lifestyle, culture and fashion, and licenses the copyright of the TV series on an episode basis to the customer for broadcast over a period of time. Generally, Glory Star Group signs a contract with the customer who requires Glory Star to deliver a series of episodes that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the delivery of the series of episodes is defined as the only performance obligation in the contract.

For the TV series produced solely by Glory Star Group, Glory Star Group satisfies its performance obligation over time by measuring the progress toward the delivery of the entire series of episodes which is made available to the licensee for exhibition after the license period has begun. Therefore, the copyright revenue in a contract is recognized over time based on the progress regarding the number of episodes delivered.

Glory Star Group also coproduces TV series with other producers and licenses the copyright to third-party video broadcast platforms for broadcast. For the TV series produced by Glory Star Group with co-producers, Glory Star Group satisfies its performance obligation over time by the delivery of the entire series of episodes to the customer, and requires the customer to pay consideration based on the number and the unit price of valid subsequent views of the TV series that occur on a broadcast platform. Therefore, the copyright revenue is recognized when the later of the valid subsequent view occurs or the performance obligation related to the delivery of a number of episodes has been satisfied.

(h)

The three paragraphs under “(2) Advertising” on page 127 of the Offer to Purchase are hereby deleted and replaced in their entirety with the following:

(2) Advertising revenue.

Glory Star Group generates revenue from sales of various forms of advertising on its TV series and streaming content by way of 1) advertisement displays, or 2) the integration of promotion activities in TV series and content to be broadcast. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. Glory Star Group enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers.

For the contracts that involve the third-party advertising agencies, Glory Star Group is principal as it is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, Glory Star Group receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order.

For contracts signed directly with the advertisers, Glory Star Group commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. Glory Star Group satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed.

Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from 3 to 13 months. In instances where the time length between the transfer of service and the collection of consideration is more than 12 months, Glory Star Group has determined that the advertising contracts generally do not include a significant financing component, as the time value of the portion of service with long credit term is insignificant to the full contract price. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require Glory Star Group to issue VAT invoices in order to make their payments.

(i)

Adding three new paragraphs after the second paragraph of “Liquidity and Capital Resources” on page 133 of the Offer to Purchase to read as follows:

All of Glory Star Group’s cash and cash equivalent as of December 31, 2018 were held in China, of which all denominated in Renminbi. In addition, Glory Star is a holding company with no material operations of its own. Glory Star conducts its operations primarily through its subsidiaries and VIEs in China. As a result, Glory Star’s ability to pay dividends depends upon dividends paid by Glory Star’s wholly-owned subsidiaries. In addition, Glory Star’s WFOE is permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, Glory Star’s WFOE and each of its consolidated entities is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by the SAFE. Glory Star currently plans to reinvest all earnings from its WFOE to business development and does not plan to request dividend distributions from the WFOE.

Glory Star believes that its working capital is at a positive position and is sufficient to meet its operation requirement in the next 12 months. It is primarily contributed from (1) Glory Star Group’s current position of cash and cash equivalents, (2) cash flows provided by operating activities, and (3) net proceeds from this business combination.

If Glory Star experiences an adverse operating environment or incurred anticipated capital expenditure requirement, or if Glory Star accelerate its growth, then additional financing may be required. No assurance can be given, however, that the additional financing, if required, would be on favorable terms or available at all. Such financing may include the use of additional debt or the sale or additional securities. Any financing, which involves the sale of equity securities or instruments that are convertible into equity securities, could result in immediate and possibly significant dilutions to Glory Star’s existing shareholders.

(j)

Amending and supplementing the “Risks in relations to the VIE structure” on pages F-41 and F-66 by adding the following paragraph at the end:

The Company believes that there are no assets in the VIEs that can be used only to settle specific obligations of the VIEs, except for the registered capital of the VIEs and non-distributable statutory reserves. As the VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs. There are no terms in any arrangements, explicitly or implicitly, requiring the Company or its subsidiaries to provide financial support to the VIEs. However, if the VIEs were ever to need financial support, the Company may, at its option and subject to statutory limits and restrictions, provide financial support to its VIEs through loans.

(k)

The paragraph “(d) Cash and cash equivalents” on page F-42 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

(d) Cash and cash equivalents. Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in China. As of December 31, 2017 and 2018, cash balances were $5,186, and $2,437, respectively, and were uninsured and all located inside of the PRC. The Company has not experienced any losses in its bank accounts and believes it is not exposed to any risks on its cash in its bank accounts.

(l)

The paragraph “Copyright revenue” on pages F-44 and F-68 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

Copyright revenue.

The Company self produces or coproduces TV series featuring lifestyle, culture and fashion, and licenses the copyright of the TV series on an episode basis to the customer for broadcast over a period of time. Generally, the Company signs a contract with a customer which requires the Company to deliver a series of episodes that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the delivery of the series of episodes is defined as the only performance obligation in the contract.

For the TV series produced solely by the Company, the Company satisfies its performance obligation over time by measuring the progress toward the delivery of the entire series of episodes which is made available to the licensee for exhibition after the license period has begun. Therefore, the copyright revenue in a contract is recognized over time based on the progress of the number of episodes delivered.

The Company also coproduces TV series with other producers and licenses the copyright to third-party video broadcast platforms for broadcast. For TV series produced by Glory Star Group with co-producers, the Company satisfies its performance obligations over time by the delivery of the entire series of episodes to the customer, and requires the customer to pay consideration based on the number and the unit price of valid subsequent views of the TV series that occur on a broadcast platform. Therefore, the copyright revenue is recognized when the later of the valid subsequent view occurs or the performance obligation relating to the delivery of a number of episodes has been satisfied.

(m)

The paragraph “Advertising revenue” on pages F-45 and F-68 of the Offer to Purchase is hereby deleted and replaced in its entirety with the following:

Advertising revenue.

The Company generates revenue from sales of various forms of advertising on its TV series and streaming content by way of 1) advertisement displays, or 2) the integration of promotion activities in TV series and content to be broadcast. Advertising contracts are signed to establish the different contract prices for different advertising scenarios, consistent with the advertising period. The Company enters into advertising contracts directly with the advertisers or the third-party advertising agencies that represent advertisers.

For the contracts that involve the third-party advertising agencies, the Company is principal as the Company is responsible for fulfilling the promise of providing advertising services and has the discretion in establishing the price for the specified advertisement. Under a framework contract, the Company receives separate purchase orders from advertising agencies before the broadcast. Accordingly, each purchase order is identified as a separate performance obligation, containing a bundle of advertisements that are substantially the same and that have the same pattern of transfer to the customer. Where collectability is reasonably assured, revenue is recognized monthly over the service period of the purchase order.

For contracts signed directly with the advertisers, the Company commits to display a series of advertisements which are substantially the same or similar in content and transfer pattern, and the display of the whole series of advertisements is identified as the single performance obligation under the contract. The Company satisfies its performance obligations over time by measuring the progress toward the display of the whole series of advertisements in a contract, and advertising revenue is recognized over time based on the number of advertisements displayed.

Payment terms and conditions vary by contract types, and terms typically include a requirement for payment within a period from 3 to 13 months. In instances where the time length between the transfer of service and the collection of consideration is more than 12 months, the Company has determined that the advertising contracts generally do not include a significant financing component, as the time value of the portion of service with long credit term is insignificant to the full contract price. Both direct advertisers and third-party advertising agencies are generally billed at the end of the display period and require the Company to issue VAT invoices in order to make their payments.

(n)

Amending and supplementing the “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)” on page F-70 by adding the following paragraph at the end:

(h) Cash and cash equivalents

Cash consists of cash on hand and cash in banks. The Company maintains cash with various financial institutions in China. As of June 30, 2019 (unaudited), cash balances were $1,290, and were uninsured and all located inside of the PRC. The Company has not experienced any losses in its bank accounts and believes it is not exposed to any risks on its cash in its bank accounts.

(o)

Amending and supplementing the section entitled “TKK’s Board of Directors’ Reasons for the Approval of the Business Combination” by removing “market” in the second bullet point on page 90.

(p)

Amending and supplementing the Pro Forma Adjustments to the Unaudited Combined Balance Sheet Page 143 by adding the following sentence at the end of footnote (4):

Cash not used in the redemption will remain in a bank account in the United States after the closing of the Business Combination until the management of the combined company makes a further determination.

(q)

Adding the following section after the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Glory Star” in the Offer to Purchase:

MANAGEMENT OF TKK

The executive officers and directors of TKK, before the consummation of the Business Combination, are set forth in the following table:

Name		Position
Sing Wang		Chief Executive Officer and Chairman
Ian Lee		Chief Financial Officer and Director
Ronald Issen		Chief Investment Officer
Joanne Ng		Senior Director of Business Development
James Heimowitz		Director
Stephen Markscheid		Director
Zhe Zhang		Director

The address and telephone number of each director and executive officer of TKK is: c/o Texas Kang Kai Capital Management (Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway, Admiralty, Hong Kong, telephone +852 6212 8493.

Mr. Sing Wang has been our Chief Executive Officer and Chairman of our Board since inception. Throughout the past 30 years, Mr. Wang has spearheaded nearly 70 private equity and venture capital transactions globally across a wide range of sectors, including consumer, technology, telecommunications, media, financial institutions, healthcare and natural resources. He has served as the Vice General Manager (non-executive) of CMIG Capital Company Limited, a financial investment platform of China Minsheng Investment Group, since May 2017 and the Chairman of TKK Capital, a private equity/wealth management company, since August 2015. In February 2018, Mr. Wang was appointed Director and Chief Executive Officer of CM Seven Star Acquisition Corporation (NASDAQ: CMSS), a special purpose acquisition company that completed its initial public offering on October 25, 2017 and has entered into a share exchange agreement in November 2018, providing for the acquisition of Kaixin Auto Group, a premium used auto dealership group in China, from Renren Inc. (NYSE: RENN). From February 2016 to May 2017, Mr. Wang was the Chief Executive Officer and Executive Director of China Minsheng Financial Holding Corporation Limited (HKEx: 245), an overseas investment platform of China Minsheng Investment Group. From September 2015 to December 2017, Mr. Wang was a Senior Advisor to TPG China, Limited (Growth Platform), which specializes in growth equity and middle-market buyout opportunities. From 2016 to November 2017, Mr. Wang was also the Executive Chairman of Evolution Media China, a newly-established media and internet investment platform closely associated with TPG Growth and Creative Artists Agency. From May 2006 to August 2015, Mr. Wang was a Partner at TPG and served as a Co-Chairman of TPG Greater China and the Head of TPG Growth North Asia. Prior to joining TPG, from mid-2000 to early 2006, Mr. Wang was the Chief Executive Officer and Executive Director of TOM Group Limited (HKEx: 2383), a Chinese-language media and internet conglomerate in Greater China. Previously, Mr. Wang was with Goldman Sachs from July 1993 to May 2000, holding various positions, including as the Head of China High Technology in Hong Kong. He was a manager at HSBC Private Equity from November 1992 to June 1993, and a strategic consultant with McKinsey & Co. in Chicago from November 1989 to September 1992.

Mr. Wang has served on the board of directors of several companies, including Non-Executive Chairman of Grindr Inc. (from August 2018 to present), Independent Non-Executive Director of Vitamin Shoppe, Inc. (NYSE: VSI) (from Apr 2018 to present), as Independent Non-Executive Director of Sands China Limited (HKEx: 1928) (from July 2017 to October 2018), Non-Executive Director of China Renewable Energy Investment Limited (HKEx: 987) (from June 2011 to October 2015), Non-Executive Director of MIE Holdings Corporation (HKEx: 1555) (from June 2010 to November 2015), Alternate Director of Ping An Insurance (Group) Company of China, Ltd. (HKEx: 2318) (from 1994 to 2000), and Director of China Resources Land Limited (HKEx: 1109) (from 1996 to 1999).

In addition, from June 2011 to May 2013, Mr. Wang was a member of the Listing Committee of the Stock Exchange of Hong Kong. From May 2011 to November 2015, Mr. Wang served as the Chairman of the Industry Policy Committee (IPC) of China Venture Capital and Private Equity Association (CVCA).

Mr. Wang graduated from Yunnan University, China, with a Bachelor of Science degree in Chemistry, and from the University of Oxford, UK, with multiple degrees including a Master of Science degree in Forestry and its Relation to Land Use, a Bachelor of Arts degree in Philosophy, Politics and Economics and a Master of Arts. We believe Mr. Wang is well-qualified to serve as a member of the Board because of his significant directorship experience, remarkable leadership experience and in-depth knowledge in cross-border transactions.

Mr. Ian Lee has been our Chief Financial Officer since inception and our Director of our Board since August 15, 2018. Since January 2018, Mr. Lee has been serving as the Chief Financial Officer of TKK Capital. Mr. Lee was Chief Financial Officer and Operating Partner of Evolution Media China from May 2016 to January 2018. During his tenure at Evolution Media China, Mr. Lee worked closely with and reported directly to Mr. Wang, who served as Executive Chairman of Evolution Media China. From August 2014 to April 2016, Mr. Lee was Chief Financial Officer of TPG’s two RMB funds, Shanghai and Chongqing. From February 2013 to December 2013, he served as Chief Operating Officer of DMG (SZSE: 2143), a Chinese entertainment and communication company. From February 2012 to February 2013, Mr. Lee was a Consultant for 3R Group, an advertising and marketing company in China. From April 2005 to January 2012, Mr. Lee was with Omnicom Media Group, part of Omnicom Group (NYSE: OMC), a global advertising, marketing and corporate communications company, serving as Finance Director, Chief Financial Officer and President & Chief Operating Officer of China. From 1998 to 2004, Mr. Lee was with News Corp/21st Century Fox, where he spent seven years in the Sydney, Beijing, Shanghai and Hong Kong offices in various positions, including Vice President of STAR China, News Corp’s China Operation, and Finance Director of ChinaByte, a joint venture between People’s Daily and News Corp. Mr. Lee holds a Master of Management from University of Technology, Sydney, Australia and a Bachelor degree in Genetics from Sichuan University, China. We believe Mr. Lee is well-qualified to serve as a member of the Board because of his significant leadership experience and extensive knowledge and experience in the U.S. and China capital markets.

Mr. Ronald Issen has been our Chief Investment Officer since inception. Mr. Issen is Founder and Managing Director of Issen & Company Limited since 2000, with over 20 years of financial experience in Asia, including Hong Kong, Singapore, Taiwan and Macau. From 2007 to 2013, Mr. Issen was a Senior Advisor with Apollo Global Management, LLC, and, from 2005 to 2007, was Senior Executive Vice President and a member of the Executive Management Committee of eSun Holdings Limited (HKEx: 571, part of Hong Kong’s Lai Sun Group), a Chinese-language media/entertainment and hospitality group. Prior to that, from 1989 to 1999, Mr. Issen was a senior banking executive with Banque Indosuez and its successor institutions (later acquired by Credit Agricole), having begun his career with Smith Barney, Harris Upham (later part of Salomon Brothers/Citigroup) and the Boston Consulting Group.

Mr. Issen currently serves, among others, as a Board Director for Capella Hotel Group Pte Ltd, as Board Director for Cardiff City FC of the English Premier League and as Board Director of KV Kortrijk of the Belgian First Division A professional football league. He has served in the past on the boards of various subsidiary companies associated with Lippo Group, an Indonesian/Singaporean conglomerate, including Auric Pacific Group Limited (SGX: A23) (from 2015 to 2017), Food Junction Holdings Limited (SGX: 529) (from 2011 to 2013), and privately-held MIDAN City Development Co. Ltd. (from 2010 to 2011) in Korea. Separately, Mr. Issen was Deputy Chairman and Board Director of City e-Solutions Limited (HKEx: 557) from 2013 to 2016, and Director of CDL Hospitality Trusts (SGX: J85) from 2014 to 2016, an Asian hospitality REIT. Mr. Issen holds an MBA from the Stanford University Graduate School of Business where he was an EJ Gallo Foundation Fellow and a Bachelor of Arts from Williams College, cum laude with honors.

Ms. Joanne Ng has been our Senior Director of Business Development since inception. Since January 2013, Ms. Ng has served as a Director of Investments at Omer Capital, her own single family office based in Hong Kong, where she manages an auxiliary early-stage fund specializing in technology and financial technology, with investments across China, Taiwan, the United Kingdom, and North America. She has also served as advisor to numerous privately-held Chinese technology ventures. From March 2010 to November 2012, Ms. Ng was with the Investment Banking Department of Bank of America Merrill Lynch. She has a wealth of transaction experience in the financial institutions sector, including, most notably, DBS Bank’s $4.9 billion acquisition of Bank Danamon, the largest ever Indonesia FIG M&A at the time; Tokyo Stock Exchange’s $1.1 billion merger with Osaka Securities Exchange; and Bank Mandiri’s $1.3 billion rights offering, awarded by The Asset as “Asia Pacific’s Best Secondary Offering” in 2011. Ms. Ng holds a Bachelor degree in International Business and Global Management from the University of Hong Kong.

Mr. James Heimowitz has been serving as an independent director since August 15, 2018. Mr. Heimowitz brings 35 years of experience in US-China relationships. Since September 2014, Mr. Heimowitz has been the President of the China Institute, the oldest bi-cultural organization in the US focused exclusively on China. From March 2013 to September 2014, Mr. Heimowitz was Managing Director of New Frontiers Asia, a Hong Kong-based consultancy. From February 2004 to March 2013, Mr. Heimowitz was with Hill + Knowlton Strategies where he was Chief Executive Officer for Hill + Knowlton, Asia, and Chairman for Hill + Knowlton, China. From 2001 to 2004, he founded and served as President of JBH Consulting Group, a New York-based consultancy specializing in advice on market access and strategic positioning for Asia. Prior to that, Mr. Heimowitz served as Managing Director for Corporate Strategy at Bankers Trust/Deutsche Bank from 1997 to 2000 and Manager of the Boston Consulting Group’s Worldwide Asia Team from 1994 to 1996. From 1990 to 1994, Mr. Heimowitz was with the Chase Manhattan Bank and led its successful re-entry to China.

Mr. Heimowitz holds an MBA from The Wharton School as well as a Master of Arts in International Relations and a Bachelor of Arts in Oriental Studies from the University of Pennsylvania. He is a member of the Council on Foreign Relations and serves on its Independent Economic Task Force on China, which is charged with delivering policy advice to the White House. He is also a member of the National Committee on US-China Relations and sits on numerous boards of companies in the media, technology and China sectors. We believe Mr. Heimowitz is well-qualified to serve as a member of the Board because of his strategic, operations, financial and leadership experience in the Asian and Chinese markets.

Mr. Stephen Markscheid has been serving as an independent director since August 15, 2018. Mr. Markscheid has been a venture partner at DealGlobe, a Shanghai based boutique investment bank, since February 2017. He currently serves as an independent director of ZZ Capital International (HKEx: 08295), Ener-Core (OTCQB: ENCR), Fanhua Inc., (formerly CNinsure Inc.) (NASDAQ: FANH), and Jinko Solar Inc. (NYSE: JKS), and Hexindai (NASDAQ: HX). Since November 2007, Mr. Markscheid has served as CEO of Synergenz Inc, the US subsidiary of a molecular diagnostic company. Prior to that, from June 2006 to September 2007, he was CEO of Huamei Capital, a boutique investment bank in Chicago. From January 1998 to March 2006, he served as a director and later as Senior Vice President at different group companies of General Electric, where he led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to General Electric, from February 1994 to November 1997, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. Prior to that, Mr. Markscheid was a commercial banker for 10 years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago and has years of professional experience in the financial services industries. Mr. Markscheid holds a Master’s Degree in International Affairs from Johns Hopkins University, and an MBA from Columbia University, where he was class valedictorian and a Bachelor of Arts degree from Princeton University. We believe Mr. Markscheid is well-qualified to serve as a member of the Board because of his significant directorship experience and extensive knowledge and understanding of the global and Asian financial markets.

Dr. Zhe Zhang has been serving as an independent director since August 15, 2018. Since May 2013, Dr. Zhang has been a Founding Partner of SIFT Capital, an asset manager licensed by the Securities and Futures Commission (SFC) of Hong Kong and China Securities Regulatory Commission (CSRC). Since March 2018, Dr. Zhang has also been a Partner and Head of M&A at London & Oxford Capital Markets Limited, an entity regulated by the Financial Conduct Authority (FCA) of the United Kingdom. Prior to that, from January 2000 to April 2013, he was an Executive Director at Goldman Sachs Beijing, where he was a member of the Supervisory Board of Goldman’s Beijing Office and led multiple overseas acquisitions by Chinese state-owned enterprises and listed companies. He is experienced with fund formation, equity investment and portfolio management. Before entering the private sector, Dr. Zhang spent 14 years with MOFCOM including as a diplomat stationed in Europe. He is licensed as a Responsible Officer for Asset Management under the SFC of Hong Kong, as well as the licensed to practice as a professional respectively for securities, futures and fund management in China. He currently sits on the board of China Oxford Scholarship Fund and is involved in the process for scholarship awardee selection every year. Dr. Zhang holds a Ph.D. from China University of International Business and Economics (LL.D.), Master degrees from both Peking University (LL.M.) and Oxford University (Magister Juris), and a Bachelor degree from Shanghai Institute of Foreign Trade (B.A.). We believe Dr. Zhang is well-qualified to serve as a member of the Board because of his extensive asset management experience, as well as his background in securities and finance.

(r)

Adding the following sentence in the last paragraph of the cover page of the Offer to Purchase:

You would participate in the Business Combination to the extent you retain any ordinary shares or become shareholders pursuant to the conversion of rights, the exercise of warrants, or otherwise.

(s)

Adding the following sentence in the Q&A titled “What will happen if I do not tender my ordinary shares?” on page 12 of the Offer to Purchase:

However, any public shareholders would participate in the Business Combination to the extent they retain shares or become shareholders pursuant to the conversion of rights, the exercise of warrants, or otherwise.

(t)

Adding the following sentence in the section entitled “Important” and the section entitled “Where you can find more information” on page 155 of the Offer to Purchase:

However, were any material changes to occur that would require amendment to the Offer to Purchase, TKK would amend the Offer to Purchase and any related documents to disclose such information.

(u)

Adding the following sentence in the section entitled “Determination of Validity; Rejection of Ordinary Shares; Waiver of Defects; No Obligation to Give Notice of Defects” on page 111 and the section entitled “Withdrawal Rights” on page 111 of the Offer to Purchase:

Shareholders may challenge any determination that we make with respect to such matters.

(v)

Revising the fourth paragraph in the section entitled “Conditions of the Offer” on page 113 of the Offer to Purchase in its entirety to read as follows:

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances (other than any action or omission to act by us) giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion, subject to applicable law. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to the Expiration Date. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive the conditions described above, we may be required to extend the Expiration Date. Only a court of competent jurisdiction can make a determination concerning the events described above that will be final and binding on all parties. Shareholders may challenge any determination that we make with respect to such matters.

(w)

Removing the following paragraph in the section entitled “Extension of the Offer; Termination; Amendment” on page 115 of the Offer to Purchase:

In accordance with the rules of the SEC, we may, and we expressly reserve our right to, notwithstanding any other statement contained herein, accept for payment an additional amount of ordinary shares not to exceed 2% of our issued and outstanding ordinary shares without amending the Offer or extending the Expiration Date.

(x)

Replacing the references to “pecuniary interest” with “interest” in footnote 2 to the Pre-Business Combination Beneficial Ownership Table on page 138 and footnote 5 to the Post-Business Combination Beneficial Ownership Table on page 139 of the Offer to Purchase.

Item 2.

Subject Company Information.

The disclosure in Item 3 of the Schedule TO is hereby amended by adding the following new sentence at the end of disclosures under Item 2(a):

The Company’s telephone number is +852 6212 8493.

Item 12.

Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description

a(5)(C)		Articles of Association of Glory Star New Media Group Limited
a(5)(D)		Memorandum of Association of Glory Star New Media Group Limited.
a(5)(E)		Master Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and Horgos Glory Star Media Co., Ltd.
a(5)(F)		Business Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(G)		Exclusive Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(H)		Share Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(I)		Proxy Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(J)		Master Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and Xing Cui Can International Media (Beijing) Co., Ltd.
a(5)(K)		Business Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(L)		Exclusive Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(M)		Share Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(N)		Proxy Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(O)		Confirmation and Guarantee Letter from Zhang Yinghao, Lin Hui, Zhang Bing, Zhang Ran, Zhang Ronghui, Liang Xianhong, Xiao Jiancong, He Yixing, Li Hanying, Jin Hui and Lu Jia.
a(5)(P)		Spousal Consent from Li Yao, Wu Meiyu, Fu Ye, Liu Hong, Zhao Yanping, Ma Haiying, Zhou Zhangcan, Liu Huijun, and Guo Pingning

Item 13.

Information Required by Schedule 13e-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	TKK SYMPHONY ACQUISITION CORPORATION

	By:	/s/ Sing Wang
	Name:	Sing Wang
	Title:	Chief Executive Officer

Dated: November 22, 2019

Exhibit Index

(a)(1)(A)*		Offer to Purchase, dated October 17, 2019.
(a)(1)(B)*		Letter of Transmittal To Tender Ordinary Shares (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9).
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(a)(5)(A)*		Press release, dated October 17, 2019.
(a)(5)(B)*		Press release, dated November 15, 2019.
a(5)(C)**		Articles of Association of Glory Star New Media Group Limited
a(5)(D)**		Memorandum of Association of Glory Star New Media Group Limited.
a(5)(E)**		Master Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and Horgos Glory Star Media Co., Ltd.
a(5)(F)**		Business Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(G)**		Exclusive Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(H)**		Share Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(I)**		Proxy Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Horgos Glory Star Media Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co., Ltd.
a(5)(J)**		Master Exclusive Service Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd. and Xing Cui Can International Media (Beijing) Co., Ltd.
a(5)(K)**		Business Cooperation Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(L)**		Exclusive Option Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(M)**		Share Pledge Agreement dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.

a(5)(N)**		Proxy Agreement and Power of Attorney dated September 16, 2019 by and between Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Zhang Yinghao and Xiao Jiancong.
a(5)(O)**		Confirmation and Guarantee Letter from Zhang Yinghao, Lin Hui, Zhang Bing, Zhang Ran, Zhang Ronghui, Liang Xianhong, Xiao Jiancong, He Yixing, Li Hanying, Jin Hui and Lu Jia.
a(5)(P)**		Spousal Consent from Li Yao, Wu Meiyu, Fu Ye, Liu Hong, Zhao Yanping, Ma Haiying, Zhou Zhangcan, Liu Huijun, and Guo Pingning
(b)		Not applicable.
(d)(1)		Underwriting Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation and the representatives of the several underwriters (incorporated by reference to Exhibit 1.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(2)		Amended and Restated Memorandum and Article of Association (incorporated by reference to Exhibit 3.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(3)		Warrant Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(4)		Rights Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(5)		Investment Management Trust Agreement, dated August 15, 2018, by and between the TKK Symphony Acquisition Corporation and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(6)		Registration Rights Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, and the holders party thereto (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(7)		Share Escrow Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, the holders party thereto and Continental Stock Transfer & Trust Company, as escrow agent (incorporated by reference to Exhibit 10.3 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(8)		Warrant Subscription Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and Giant Fortune International Limited (incorporated by reference to Exhibit 10.4 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(9)		Letter Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Symphony Sponsor I (incorporated by reference to Exhibit 10.5 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(10)		Letter Agreement, dated August 15, 2018, by and between TKK Symphony Acquisition Corporation and TKK Capital Holding (incorporated by reference to Exhibit 10.6 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(11)		Letter Agreement, dated August 15, 2018, by and among TKK Symphony Acquisition Corporation, Sing Wang, Ian Lee, Ronald Issen, Joanne Ng, James Hemowitz, Stephen Markschied, Zhe Zhang, Huang Po Wan and Tham Kit Wan (incorporated by reference to Exhibit 10.7 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on August 21, 2018).
(d)(12)		Share Exchange Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, Glory Star New Media Group Limited, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Horgos Glory Star Media Co., Ltd., each of Glory Star New Media Group Limited’s shareholders, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and Zhang Bing, in the capacity as the Seller Representative (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
(d)(13)		Registration Rights Agreement, dated as of September 6, 2019, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited named as Investors therein (incorporated by reference to Exhibit 10.2 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
(d)(14)		Form of Lock-Up Agreement, by and among TKK Symphony Acquisition Corporation, TKK Symphony Sponsor 1, in the capacity as the Purchaser Representative, and shareholders of Glory Star New Media Group Limited (incorporated by reference to Exhibit 10.3 to the Form 8-K of TKK Symphony Acquisition Corporation, filed with the Securities and Exchange Commission on September 12, 2019).
(d)(15)		Unsecured Promissory Note, dated as of September 6, 2019, issued by TKK Symphony Acquisition Corporation to TKK Symphony Sponsor 1 (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by TKK Symphony Acquisition Corporation, on September 12, 2019).
(g)		Not applicable.
(h)		Not applicable.

Previously filed.

Filed herewith.

Exhibit 99(a)(5)(c)

THE CAYMAN ISLANDS

THE COMPANIES LAW

(AS AMENDED)

Articles of Association

Glory Star New Media Group Limited

Auth Code: C21655613646

www.verify.gov.ky

THE CAYMAN ISLANDS

THE COMPANIES LAW (AS AMENDED)

ARTICLES OF ASSOCIATION

Glory Star New Media Group Limited

(the “Company”)

Table A

The Table ‘A’ in the First Schedule of The Companies Law (As Amended) shall not apply to this Company and the following shall constitute the Articles of Association of the Company.

Definitions and Interpretation

2.1

References in these Articles of Association (“Articles”) to the “Companies Law” shall mean The Companies Law (As Amended) of the Cayman Islands and any statutory amendments or re-enactment thereof. In these Articles, save where the content otherwise requires:

“Directors” and “Board of Directors” means the Directors of the Company for the time being, or as the case may be, the Directors assembled as a board or as a committee thereof, and “Director” means any one of the Directors;

“Members” means those persons whose names are entered in the register of members as the holders of shares and includes each subscriber of the Memorandum pending the issue to him of the subscriber share or shares, and “Member” means any one of them;

“Memorandum of Association” means the Memorandum of Association of the Company, as amended and re-stated from time to time;

“Ordinary Resolution” means a resolution:

passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“Paid up” means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“Register of Members” means the register to be kept by the Company in accordance with Section 40 of the Companies Law;

“Seal” means the Common Seal of the Company (if any) including any facsimile thereof;

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“Shares” means shares in the capital of the Company, including a fraction of any of them and “Share” means any one of them;

“Special Resolution” means a resolution passed in accordance with Section 60 of the Companies Law, being a resolution:

(a)

passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled, or

(b)

approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments if more than one, is executed.

2.2

In these Articles, words and expressions defined in the Companies Law shall have the same meaning and, unless otherwise required by the context, (a) the singular shall include the plural and vice versa; (b) the masculine shall include the feminine and the neuter and references to persons shall include companies and all legal entities capable of having a legal existence; (c) “may” shall be construed as permissive and “shall” shall be construed as imperative; (d) a reference to a dollar or dollars (or $) is a reference to dollars of the United States of America; and (e) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force.

Share Certificates

3.1

Every person whose name is entered as a Member in the Register of Members, shall without payment, be entitled to a share certificate signed by a Director of the Company specifying the share or shares held and the amount paid up thereof, provided that in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one share certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

3.2

If a share certificate is worn out, lost or defaced, it may be renewed on production of the worn out or defaced certificate, or on satisfactory proof of its loss together with such indemnity as the Directors may reasonably require. Any Member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a share certificate.

Issue of Shares

4.1

Subject to the provisions of these Articles, the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the Directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, and upon such terms and conditions as the Directors may determine.

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4.2

The Company may in so far as may be permitted by Companies Law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful.

Variation of Rights Attaching to Shares

5.1

If at any time the share capital of the Company is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated with the consent in writing of the holders of two-thirds of the issued shares of that class, or with the sanction of a resolution passed by at least a two-thirds majority of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

5.2

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or by the redemption or purchase of shares of any class by the Company.

5.3

The Company shall not issue shares to bearer form.

Transfer of Shares

6.1

Subject to such of the restriction of these Articles as may be applicable, any Member may transfer all or any of his shares by an instrument in writing in any usual or common form or any other form which the Directors may approve or on behalf of the transferor and if in respect of a nil or partly paid up share or if so required by the Directors shall also be executed on behalf of the transferee and shall be accompanied by the certificate of the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

6.2

The Directors may in their absolute discretion to decline to register any transfer of any share, whether or not it is a fully paid share, without assigning any reason for so doing. If the Directors refuse to register a transfer they shall within 2 months of the date on which the transfer was lodged with the Company send to the transferor and transferee notice of the refusal.

6.3

All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall (except in any case of fraud) be returned to the person depositing the same.

6.4

The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than 45 days in any year.

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Transmission of Shares

7.1

In case of the death of a Member, the survivor or survivors, or the legal personal representatives of the deceased survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognized by the Company as having any title to the shares.

7.2

Any person becoming entitled to a share in consequence of the death, bankruptcy, liquidation or dissolution of a Member shall, upon such evidence being produced as may from time to time be properly required by the Directors, and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy, as the case may be.

7.3

A person becoming entitled to a share by reason of the death, bankruptcy, liquidation or dissolution of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.

Redemption and Purchase of Own Shares

8.1

Subject to the provisions of the Companies Law, the Company may:

(a)

issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company on such terms and in such manner as the Directors may determine before the issue of such shares;

(b)

purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and agree with the Member; and

(c)

make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Companies Law, including out of capital.

8.2

A share which is liable to be redeemed by the Company shall be redeemed by the Company giving to the Member notice in writing of the intention to redeem such shares (a “Redemption Notice”) and specifying the date of such redemption which must be a day on which banks in the Cayman Islands are open for business.

8.3

Any share in respect of which Redemption Notice has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the Redemption Notice.

8.4

The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share.

8.5

At the date specified in the Redemption Notice, or the date on which the shares are to be purchased, the holder of the shares being redeemed or purchased shall be bound to deliver up to the Company at its Registered Office the certificate thereof for cancellation and thereupon the Company shall pay to him the redemption or purchase moneys in respect thereof.

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8.6

The Directors may when making payments in respect of redemption or purchase of shares, if authorised by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment either in cash or in specie.

Fractional Shares

The Directors may issue fractions of a share of any class of shares, and, if so issued, a fraction of a share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole share of the same class of shares. If more than one fraction of a share of the same class is issued to or acquired by the same Member such fractions shall be accumulated. For the avoidance of doubt, in these Articles the expression “share” shall include a fraction of a share.

10.

Lien

10.1

The Company shall have a first priority lien and charge on every share (not being a fully paid up share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have a first priority lien and charge on all shares (other than fully paid up shares) registered in the name of a member for all moneys presently payable by him or his estate to the Company, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien, if any, on a share shall extend to all dividends and other moneys payable in respect thereon.

10.2

The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto of which the Company has notice, by reason of his death or bankruptcy, winding up or otherwise by operation of Companies Law or court order.

10.3

To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

10.4

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

11.

Calls on Shares

11.1

The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise), and each Member shall (subject to receiving at least 14 days’ notice in writing specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. The non-receipt of a notice of any call by, or the accidental omission to give notices of a call to, any Members shall not invalidate the call. A call may be revoked or postponed as the Directors may determine.

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11.2

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

11.3

If a sum called in respect of a share is remain unpaid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the time of the actual payment at such rate not exceeding 10 percent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

11.4

Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

11.5

The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

11.6

The Directors may make arrangements on the issue of shares, differentiate between the Members, as to the amount of calls to be paid and the times of payment.

11.7

The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding 10 percent per annum (unless the Company in general meeting shall otherwise direct), as may be agreed between the Directors and the Member paying the sum in advance.

12.

Forfeiture of Shares

12.1

If a Member fails to pay any call or instalment of a call with any interest on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice in writing on him requiring payment of so much of the call or instalment as is unpaid, together with any interest accrued and expenses incurred by the reason of such non-payment.

12.2

The notice shall name a further day (not earlier than the expiration of 14 days from the date of the service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

12.3

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect and such forfeiture shall extend to all dividends declared in respect of the share so forfeited but not actually paid before such forfeiture.

12.4

A forfeited share may be sold, cancelled or otherwise disposed of on such terms and in such manner as the Directors in their absolute discretion think fit, and at any time before a sale, cancellation or disposition the forfeiture may be cancelled on such terms as the Directors in their absolute discretion think fit.

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12.5

A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of the fully paid up amount of the shares.

12.6

A statutory declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

12.7

When any shares have been forfeited, an entry shall be made in the Register of Members recording the forfeiture and the date thereof, and so soon as the shares so forfeited have been sold or otherwise disposed of, an entry shall be made of the manner and date of the sale or disposal thereof.

12.8

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum, which by the terms of issue of a share, becomes due and payable at any time, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

13.

Alteration of Share Capital

13.1

The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe.

13.2

The Company may by Ordinary Resolution:

(a)

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(b)

subdivide its existing shares, or any of them, into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived;

(c)

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

(d)

convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination.

13.3

The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner, authorised and consent required by Companies Law.

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14.

Closing Register of Members or Fixing Record Date

14.1

For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the first day of the closure of the Register of Members.

14.2

In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

14.3

If the Register of Members is not so closed and no record date is fixed for the determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

15.

General Meeting of Members

15.1

The Directors, whenever they consider necessary or desirable, may convene meetings of the Members of the Company. The Directors shall convene a meeting of Members upon the written requisition of any Members or Members entitled to attend and vote at general meeting of the Company who hold not less than 10 percent of the paid up voting share capital of the Company in respect to the matter for which the meeting is requested, deposited at the registered office of the Company specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by the requisitionists. If the Directors do not convene such meeting for a date not later than 30 days after the date of such deposit, the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors shall be reimbursed to them by the Company.

15.2

If at any time there are no Directors of the Company, any two Members (or if there is only one Member then that Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

16.

Notice of General Meetings

16.1

At least seven days’ notice counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and, in case of special business, the general nature of that business, shall be given in manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such persons as are, under these Articles, entitled to receive such notices from the Company.

16.2

Notwithstanding the aforesaid Article, a meeting of Members is held in contravention of the requirement to give notice shall be deemed to have been validly held if the consent of all Members entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.

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16.3

The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

17.

Proceedings at General Meetings

17.1

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, a quorum shall consist of one or more Members present in person or by proxy holding at least a majority of the paid up voting share capital of the Company. If the Company has only one Member, that only Member present in person or by proxy shall be a quorum for all purposes.

17.2

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may decide, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum.

17.3

At every meeting the Members present shall choose someone of their number to be the chairman (the “Chairman”). If the Members are unable to choose a Chairman for any reason, then the person representing the greatest number of voting shares present at the meeting shall preside as Chairman, failing which the oldest individual Member present at the meeting or failing any Member personally attending the meeting, the proxy present at the meeting representing the oldest Member of the Company, shall take the chair.

17.4

The Chairman may, with the consent of any meeting, at which a quorum is present (and shall if so directed by the meeting) adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

17.5

All business carried out at a general meeting shall be deemed special with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and reports of the Directors and the Company’s auditors, the appointment and removal of Directors, and the appointment and the fixing of the remuneration of the Company’s auditors. No special business shall be transacted at any general meeting without the consent of all Members entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

17.6

Any one or more Members may participate in a general meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at a meeting. A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.

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18.

Votes of Members

18.1

Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every Member present in person and every person representing a Member by proxy shall at a general meeting of the Company have one vote and on a poll every Member and every person representing a Member by proxy shall have one vote for each share of which he or the person represented by proxy is the holder.

18.2

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman; or one or more Members present in person or by proxy entitled to vote and who together hold not less than 10 percent of the paid up voting share capital of the Company. Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

18.3

If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

18.4

In the case of an equality of votes, whether on a show of hands, or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

18.5

A poll demanded on the election of a Chairman of a meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

18.6

In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

18.7

A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

18.8

No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company held by him and carrying the right to vote have been paid.

19.

Members’ Proxies

19.1

The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

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19.2

On a poll votes may be given either personally or by proxy. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

20.

Corporations Acting by Representatives at Meetings

Any corporation or other form of corporate legal entity which is a Member or a Director of the Company may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Members or any class of Members of the Company or of the Board of Directors or of a Committee of Directors, and the person so authorised shall be entitled to exercise the same powers on behalf of such corporation which he represents as that corporation could exercise if it were an individual Member or Director of the Company.

21.

Directors

21.1

The name of the first Director(s) shall either be determined in writing by a majority (or in the case of a sole subscriber that subscriber) of, or elected at a meeting of, the subscribers of the Memorandum of Association. The Company may by Ordinary Resolution appoint any person to be a Director.

21.2

Subject to the provisions of these Articles, a Director shall hold office until such time as he is removed from office by the Company by Ordinary Resolution.

21.3

Unless and until otherwise determined by an Ordinary Resolution of the Company, the Directors shall not be less than one in number, and there shall be no maximum number of Directors.

21.4

The remuneration of the Directors shall from time to time be determined by the Company by Ordinary Resolution.

21.5

The shareholding qualification for Directors may be fixed by the Company by Ordinary Resolution and unless and until so fixed no share qualification shall be required.

21.6

The Directors shall have power at any time and from time to time to appoint any other person as a Director, either to fill a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by the Company by Ordinary Resolution.

22.

Alternate Director

22.1

Any Director may in writing appoint another Director or another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present and may at any time in writing to revoke the appointment of an alternate appointed by him. Every such alternate shall be entitled to be given notice of meetings of the Directors and to attend and vote thereat as a Director at any such meeting at which the person appointing him is not personally present and generally at such meeting to have and exercise all the powers, right, duties and authorises of the Director appointing him.

22.2

An alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him. A Director may at any time in writing revoke the appointment of an alternate appointed by him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. If a Director shall die or cease to hold the office of Director, the appointment of his alternate shall thereupon cease and terminate.

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22.3

Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

23.

Officers

23.1

The Directors of the Company may, by resolution of Directors, appoint officers of the Company at such times as shall be considered necessary or expedient, and such officers may consist of a president, one or more vice presidents, a secretary, and a treasurer and/or such other officers as may from time to time be deemed desirable. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modifications in such duties as may be prescribed by the Directors thereafter, but in the absence of any specific allocation of duties it shall be the responsibility of the president to manage the day to day affairs of the Company, the vice presidents to act in order of seniority in the absence of the president, but otherwise to perform such duties as may be delegated to them by the president, the secretary to maintain the registers, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.

23.2

Any person may hold more than one office and no officer need be a Director or Member of the Company. The officers shall remain in relevant office until removed from the said office by the Directors, whether or not a successor is appointed.

23.3

Any officer who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it and of transacting any of the business of the officers.

24.

Powers and Duties of Directors

24.1

The business of the Company shall be managed by the Directors who may pay all expenses incurred preliminary to and in connection with the setup and registration of the Company, and may exercise all such powers of the Company necessary for managing and for directing and supervising, the business affairs of the Company as are not required by the Companies Law or by these Articles required to be exercised by the Members subject to any delegation of such powers as may be authorised by these Articles and permitted by the Companies Law and to such requirements as may be prescribed by resolution of the Members, but no requirement made by resolution of the Members shall prevail if it was inconsistent with these Articles nor shall such resolution invalidate any prior act of the Directors which would have been valid if such resolution had not been made.

24.2

The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

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24.3

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

25.

Committees of Directors

25.1

The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

25.2

The Directors may establish any committees, local boards or agencies for managing any of the businesses and affairs of the Company, and may appoint any persons to be members of such committees, local boards, managers or agents for the Company and may fix their remuneration and may delegate to any committees, local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with the power to sub-delegate, and may authorise the members of any committees, local boards or agencies, or any of them, to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment and delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

26.

Disqualification of Directors

The office of Director shall be automatically vacated, if the Director:

(a)

becomes bankrupt or makes any arrangement or composition with his creditors;

(b)

is found to be or becomes of unsound mind;

(c)

resigns his office by notice in writing to the Company;

(d)

is removed from office by Ordinary Resolution;

(e)

is convicted of an arrestable offence; or

(f)

dies.

27.

Proceedings of Directors

27.1

The meetings of the Board of Directors and any committee thereof shall be held at such place or places as the Directors shall decide.

27.2

The Directors may elect a chairman of their meetings and determine the period for which he is to hold office. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman for the meeting. If the Directors are unable to choose a chairman, for any reason, then the seniority Director present at the meeting shall preside as the chairman of the meeting.

27.3

The Directors may meet together (either within or without the Cayman Islands) for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality in votes the chairman shall have a second or casting vote. A Director may at any time summon a meeting of the Directors. If the Company shall have only one Director, the provisions hereinafter contained for meetings of the Directors shall not apply but such sole Director shall have full power to represent and act for the Company in all matters and in lieu of minutes of a meeting shall record written resolutions and sign as a resolution of the Directors. Such note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

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27.4

Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.

27.5

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be more than two Directors shall be two, and if there be two or less Directors shall be one. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

27.6

A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

27.7

A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

27.8

The Directors shall cause to be entered and kept in books or files provided for the purpose minutes or memoranda of the following (where applicable): -

(a)

all appointments of officers made by the Directors;

(b)

the names of the Directors, and any alternate Director who is not also a Director, present at each meeting of the Directors and of any committee of the Directors; and

(c)

all resolutions and proceedings of all meetings of the Members, all meetings of the Directors and all meetings of committees and, where the Company has only one Member and/or one Director, all written resolutions of the decisions of the sole Member and/or the sole Director;

and any such minutes or memoranda of any meeting or decisions of the Directors, or any committee, or of the Company, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated therein.

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27.9

When the Chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

27.10

A resolution in writing signed by a majority of the Directors for the time being shall be as valid and effectual for all purposes as a resolution of the Directors passed at a meeting of the Directors duly called and constituted. Such resolution in writing may consist of several documents each signed by one or more of the Directors.

27.11

The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

27.12

A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of their meetings.

27.13

A committee appointed by the Directors may meet and adjourn as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

27.14

All acts done bona fide by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it was afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

28.

Dividends

28.1

Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares of the Company in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

28.2

Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Company may by Ordinary Resolution declare final dividends, but no dividend shall exceed the amount recommended by the Directors.

28.3

The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution of the Company such sums as they think proper as a reserve or reserves which shall, at the absolute discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and may pending such application, in the Directors’ absolute discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

28.4

No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account.

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28.5

Any dividend may be paid by cheque or warrant sent through the post directed to the registered address of the Member or person entitled thereto (or in case of joint holders, to the registered address of any one of such joint holders whose name stands first on the Register of Members of the Company in respect of the joint holding) or addressed to such person at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent, but in any event the Company shall not be liable or responsible for any cheque or warrant lost in transmission nor for any dividend, bonus, interest or other monies lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant. Any payment of the cheque or warrant by the Company’s banker on whom it is drawn shall be a good discharge to the Company.

28.6

The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

28.7

Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date that share shall rank for dividend accordingly.

28.8

If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share.

28.9

No dividend shall bear interest against the Company.

29.

Accounts and Audit

29.1

The Directors shall cause books of account relating to the Company’s affairs to be kept in such manner as may be determined from time to time by the Directors.

29.2

The books of account shall be kept at the registered office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

29.3

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Law or authorised by the Directors or by the Company by ordinary resolution.

29.4

The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the records, documents and registers of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any records, documents or registers of the Company except as conferred by the Companies Law or authorised by resolution of the Directors.

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30.

Capitalisation of Profits

30.1

Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution, resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including a share premium account and capital redemption reserve), or to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution, amongst the Members who would have been entitled thereto if distributed by way of dividend and in the same proportion, on condition that the same be not paid in cash but be applied either in or towards paying up any amounts (if any) for the time being unpaid on any shares held by such Members respectively, or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such Members in the proportion aforesaid or partly in the one way and partly in the other. Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be allotted to Members of the Company as fully paid bonus shares.

30.2

Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the Members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or as the case may require, for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such Members.

31.

Share Premium Account

31.1

The Board of Directors shall in accordance with the Companies Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share.

31.2

There shall be debited to any share premium account on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Board of Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

32.

Indemnity

Subject to the provisions of the Companies Law and in the absence of fraud or wilful default, the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a)

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director, managing director, agent, auditor, secretary and other officer for the time being of the Company; or

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(b)

is or was, at the request of the Company, serving as a Director, managing director, agent, auditor, secretary and other officer for the time being of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

33.

Notices

33.1

Notice shall be in writing and may be given by the Company or by the person entitled to give notice to any Member either personally by electronic mail, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the Register of Members in respect of the share.

33.2

Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

33.3

Any notice, if served by (a) post, shall be deemed to have been served 5 days after the time when the letter containing the same is posted and if served by courier, shall be deemed to have been served 5 days after the time when the letter containing the same is delivered to the courier or, (b) facsimile, shall be deemed to have been served upon confirmation of receipt or (c) electronic mail, shall be deemed to have been served upon confirmation of receipt, or (d) recognised delivery service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service provider.

33.4

A notice may be given by the Company to the persons entitled to a share in consequence of the death, bankruptcy or insolvency of a Member by sending it through the post in a prepaid letter, by airmail if appropriate addressed to them by name or by the title of representatives of the deceased or assignee or trustee of the bankrupt or insolvent or by a like description at the address, if any, supplied for the purpose by the persons claiming to be so entitled, or, until such an address has been so supplied, by giving the notice in any manner in which the same might have been given if the death, bankruptcy or insolvency had not occurred.

33.5

Notice of every general meeting shall be given in the manner hereinbefore authorised to:

(a)

all Members who have a right to receive notice and who have supplied the Company with an address for the giving of notices to them and in case of joint holder, the notice shall be sufficient if given to the first named joint holder in the Register of Members; and

(b)

every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notice of general meetings.

34.

Seal

34.1

The Directors shall provide for the safe custody of the Seal of the Company. The Seal when affixed to any instrument shall be witnessed by a Director or the secretary or officer of the Company or any other person so authorised from time to time by the Directors or of a committee of the Directors authorised by the Directors on that behalf. The Directors may provide for a facsimile of the Seal and approve the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal has been affixed to such instrument and the same had been signed as hereinbefore described.

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34.2

Notwithstanding the foregoing, a director or officer, representative or attorney of the Company shall have the authority to affix the Seal, or a duplicate of the Seal, over his signature alone on any instrument or document required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

35.

Winding Up

35.1

If the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution of the Company and any other sanction required by the Companies Law, divide amongst the Members in specie or cash the whole or any part of the assets of the Company whether they shall consist of property of the same kind or not and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributors as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

35.2

Without prejudice to the rights of holders of shares issued upon special terms and conditions, if the Company shall be wound up, and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid-up, or which ought to have been paid-up, at the commencement of the winding up on the shares held by them respectively. If on a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively.

36.

Amendment of Memorandum and Articles of Association

The Company may alter or modify the provisions contained in these Memorandum and Articles of Association as originally drafted or as amended from time to time by a Special Resolution and subject to the Companies Law and the rights attaching to the various classes of shares.

37.

Registration By Way of Continuation

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article. The Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken in accordance to the Companies Law to effect the transfer by way of continuation of the Company.

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NAME AND ADDRESS OF SUBSCRIBER

Sertus Nominees (Cayman) Limited

Sertus Chambers, Governors Square,

Suite # 5-204, 23 Lime Tree Bay Avenue,

P.O. Box 2547, Grand Cayman, KY1-1104,

Cayman Islands

/s/ Delocita Pope
Delocita Pope
Authorised Signatory

DATED this 30th day of November, 2018

/s/ Susan Thompson
Witness to the above signature:
Susan Thompson
Sertus Chambers, Governors Square,
Suite # 5-204, 23 Lime Tree Bay Avenue,
P.O. Box 2547, Grand Cayman, KY1-1104,
Cayman Islands

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Exhibit 99(a)(5)(d)

THE CAYMAN ISLANDS

THE COMPANIES LAW

(AS AMENDED)

Memorandum of Association

Glory Star New Media Group Limited

		Auth Code: B84413456791
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THE CAYMAN ISLANDS

THE COMPANIES LAW (AS AMENDED) MEMORANDUM OF ASSOCIATION

Glory Star New Media Group Limited

(the “Company”)

Name

The name of the Company is Glory Star New Media Group Limited.

Registered Office

The registered office of the Company shall be situated at the Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands, or such other place in the Cayman Islands as the Directors may, from time to time decide, being the registered office of the Company.

General Objects and Powers

The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by Section 7(4) of The Companies Law (As Amended) or as the same may be amended from time to time, or any other law of the Cayman Islands.

Limitations on the Company’s Business

4.1

For the purposes of the Companies Law (As Amended) the Company has no power to:

(a)

carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Law (2013 Revision); or

(b)

to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2010 Revision); or

(c)

to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision).

4.2

The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

Company Limited by Shares

The Company is a company limited by shares. The liability of each member is limited to the amount, if any, unpaid on the shares held by such member.

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Authorised Shares

The capital of the Company is USD50,000.00 divided into 5,000,000 shares of a nominal or par value of USD0.01 each. Subject to the provisions of the Companies Law (As Amended) and the Articles of Association of the Company, the Company shall have power to redeem or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

Continuation

Subject to the provisions of the Companies Law (As Amended) and the Articles of Association of the Company, the Company may exercise the power contained in Section 206 of The Companies Law (As Amended) to deregister in the Cayman Islands and be registered by way of continuation under the laws of any jurisdiction outside the Cayman Islands.

We, the undersigned, whose name and address are hereto given below are desirous of being formed into a Company in pursuance of this Memorandum of Association, and agree to take the number of shares in the capital of the Company set opposite our name.

NAME AND ADDRESS		NUMBER OF SHARES TAKEN BY
OF SUBSCRIBER		SUBSCRIBER


Sertus Nominees (Cayman) Limited		One (1) Ordinary Share
Sertus Chambers, Governors Square,
Suite # 5-204, 23 Lime Tree Bay Avenue,
P.O. Box 2547, Grand Cayman, KY1-1104,
Cayman Islands

/s/ Delocita Pope
Delocita Pope
Authorised Signatory

DATED this 30th day of November, 2018

/s/ Susan Thompson
Witness to the above signature:
Susan Thompson
Sertus Chambers, Governors Square,
Suite # 5-204, 23 Lime Tree Bay Avenue,
P.O. Box 2547, Grand Cayman, KY1-1104,
Cayman Islands

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Exhibit 99(a)(5)(e)

独家服务总协议

MASTER EXCLUSIVE SERVICE AGREEMENT

本独家服务总协议（“本协议”）由以下双方于2019年 9 月 16 日在____订立：

This Master Exclusive Service Agreement (this “Agreement”) is entered into in ____ as of September 16, 2019 by and between the following parties:

(1)

耀世星辉新文娱（北京）科技有限公司（“外资企业”），一家根据中华人民共和国（“中国”）法律在中国北京注册成立的外商独资企业，注册地址为北京市顺义区高丽营镇文化营村北(临空二路1号科技创新功能区)；外资企业的股权由Glory Star New Media Group Limited（“最终控股股东”），一家在开曼群岛获豁免的有限责任公司，最终实益持有100%；和

Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China” or “PRC”), under the PRC laws; its address is North of Cultural Camp Village, Gaoliying Town, Shunyi District, Beijing (Science and Technology Innovation Zone, No.1 Linkong Second Road). WFOE’s 100% equity is ultimately and beneficially held by Glory Star New Media Group Limited (the “Ultimate Controlling Shareholder”), a limited liability company exempted in the Cayman Islands; and

(2)

霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”），一家根据中国法律在中国霍尔果斯注册成立的内资公司，注册地址为新疆伊犁州霍尔果斯中哈国际边境合作中心B4地块东方劲秀展厅一层1091室。

Horgos Glory Star Media Co., Ltd. (the “Glory Star”), a domestic company registered in Horgos, China, under the PRC laws; its address is Room 1091, 1^st Floor, Dong Fang Jin Xiu Exhibition Hall, B4 District, China-Kazakhstan Horgos International Border Cooperation Center, Yili Prefecture, Xinjiang.

（以上外资企业、霍尔果斯耀世星辉单独称为“一方”，合称为“双方”）。

(Each of the WFOE and Glory Star, a “Party”, and collectively the “Parties”).

序言

RECITALS

鉴于，双方有意利用各自的专业能力和资源进一步促进其现有业务、扩大各自的市场份额；以及

WHEREAS, the Parties intend to utilize their respective expertise and resources to further promote their existing business and expand their market share; and

鉴于，外资企业及其关联方有意向霍尔果斯耀世星辉提供特定服务，霍尔果斯耀世星辉同意仅从外资企业接受该等服务。

WHEREAS, the WFOE, together with its affiliates, intends to provide certain services to Glory Star; and Glory Star agrees to accept such services only from the WFOE.

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，双方愿意受其约束，并达成如下约定：

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

协议

AGREEMENT

提供服务
Provision of Services

1.1

依据本协议规定的条款和条件，霍尔果斯耀世星辉（“接受服务方”）特此不可撤销地委任和指定外资企业作为其独家服务提供者，提供附件1中列出的技术和业务支持服务。

In accordance with the terms and conditions set forth in this Agreement, Glory Star (referred to as the “Service Receiving Party”) hereby irrevocably appoints and designates the WFOE as its exclusive service provider to provide the technical and business support services as set forth in Schedule 1.

1.2

在本协议期间，接受服务方未经外资企业书面同意不得直接或间接地从第三方获取与本协议项下服务相同或相似的服务，亦不得同任何第三方签订类似的服务协议。

During the term of this Agreement, the Service Receiving Party shall not, without the WFOE’s written consent, directly and indirectly, obtain the same or similar services as provided under this Agreement from any third party, or enter into any similar service agreement with any third party.

外资企业指定服务提供者的权利；工作说明
WFOE’s Power to Designate Service Provider; Statement of Work

2.1

外资企业有权依其完全自主判断自行指定并委任任何其关联方（与外资企业合称“服务提供者”）提供本协议第一条中规定的任何服务。

The WFOE has the right to designate and appoint, at its sole discretion, any entities affiliated with the WFOE (together with the WFOE, the “Service Providers”) to provide any and all services set forth in Section 1 hereof.

2.2

服务提供者应与接受服务方通过一个或多个单独的服务协议（“服务协议”）在附件1规定的范围之内确定具体的服务内容。

Service Providers shall determine the specific contents of services within the scope listed in Schedule 1 with the Service Receiving Party in one or more separate service agreements (each, a “Service Agreement”).

服务费和支付
Service Fee and Payment

3.1

本协议附件1规定了服务费的计算和支付方式。

The calculation and payment manners of the service fee are stipulated in Schedule 1 of this Agreement.

3.2

接受服务方应促使接受服务方的股东以其持有的接受服务方股权向外资企业提供质押担保，以保证本协议项下接受服务方须支付的服务费得到支付。

The Service Receiving Party shall procure its shareholder to pledge all of the shares of the Service Receiving Party held by such shareholder in favor of the WFOE to secure the service fee payable by the Service Receiving Party under this Agreement.

知识产权
Intellectual Property Rights

4.1

本协议履行过程中开发的任何知识产权（包括但不限于版权、商标、专利、技术秘密和专门知识）归服务提供者所有，除本协议另有明确规定，接受服务方不享有任何与知识产权有关的权利。

Any intellectual properties developed by performance of this Agreement, including but not limited to copyrights, trademarks, patents, technical secrets, and knowhow, belong to the Service Providers, and the Service Receiving Party shall enjoy no rights where they relate to intellectual properties other than those expressly provided herein.

4.2

若一项开发是基于接受服务方所有的知识产权，接受服务方应确保并保证该知识产权无瑕疵。否则接受服务方须就该知识产权的权利瑕疵对服务提供者产生的全部损害和损失承担责任。若服务提供者因此向第三方承担任何责任，服务提供者有权就其全部损失从接受服务方处获得偿付。

If a development is based on the intellectual properties owned by the Service Receiving Party, the Service Receiving Party shall warrant and guarantee that such intellectual properties are flawless. Otherwise, the Service Receiving Party shall bear all damages and losses caused to the Service Providers by any flaw of such intellectual properties. If the Service Providers are to bear any liabilities to any third party thus caused, they have the right to recover all of their losses from Service Receiving Party.

4.3

双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

外资企业的财务支持
WFOE’s Financing Support

5.1

为确保接受服务方业务运营的现金流需求和/或为抵消业务运营中累积的任何损失，外资企业同意其应在中国法律允许的范围内由其自身或通过其指定的其他方向接受服务方提供财务支持。外资企业可以以银行委托贷款或其他中国法律允许的方式向接受服务方提供财务支持。就上述财务支持事宜，双方应另行签署相关协议予以约定。

To ensure that the cash flow requirements with regard to the business operations of the Service Receiving Party are met and/or to set off any loss accrued during such operations, the WFOE agrees that it shall, to the extent permissible under PRC laws, through itself or its designated person, provide financial support to the Service Receiving Party. The WFOE’s financing support to the Service Receiving Party may take the form of bank entrusted loans or other forms permitted under PRC laws. Agreements for such financing support shall be executed separately.

陈述和保证
Representations and Warranties

6.1

外资企业特此作出如下陈述和保证：

The WFOE hereby represents and warrants as follows:

(a)

其是依照中国法律正式注册设立并有效存续的一家外商独资企业；

It is a wholly foreign-owned enterprise duly incorporated and validly existing under PRC laws;

(b)

其于公司权力和营业范围之内签署并履行本协议。其已采取必要的公司行为且获得适当授权，并已从第三方和政府部门获得必要的同意及批准。外资企业签署并履行本协议不会违反对其有约束力或有影响的法律或合同；及

Its execution and performance of this Agreement are within its corporate power and business scope. It has taken necessary corporate actions and obtained appropriate authorizations, and has obtained the necessary consents and approvals from any third parties and government agencies. Its execution and performance of this Agreement do not violate the laws and contracts binding upon it; and

(c)

本协议一经签署即构成对外资企业合法、有效、有约束力的义务，并依本协议之条款可对其强制执行。

Upon execution, this Agreement will constitute a legal, valid and binding obligation of the WFOE enforceable against the WFOE in accordance with its terms.

6.2

接受服务方特此作出如下陈述和保证：

The Service Receiving Party hereby represents and warrants as follows:

(a)

其是依照中国法律正式注册设立并有效存续的法人；

It is a legal person duly incorporated and validly existing under PRC laws;

(b)

其于公司权力和营业范围之内签署并履行本协议。其已采取必要的公司行为且获得适当授权，并已从第三方和政府部门获得必要的同意及批准。其签署并履行本协议不会违反对其有约束力或有影响的法律或合同；及

Its execution and performance of this Agreement are within its entity power and business scope. It has taken necessary entity actions and obtained appropriate authorizations, and has obtained the necessary consents and approvals from any third parties and government agencies. Its execution and performance of this Agreement do not violate the laws and contracts binding upon it; and

(c)

本协议一经签署即构成对接受服务方合法、有效、有约束力的义务，并依本协议之条款可对其强制执行。

Upon execution, this Agreement will constitute a legal, valid and binding obligation of the Service Receiving Party enforceable against the Service Receiving Party in accordance with its terms.

(d)

接受服务方及其关联方均已明确同意严格遵守本协议的相关规定。

The Service Receiving Party as well as its affiliates have expressly agreed to strictly comply with relevant provisions of this Agreement.

保密条款
Confidentiality

7.1

各方同意对就履行本协议而获得的机密数据和信息（合称“保密信息”）尽力采取各种合理措施予以保密。未经保密信息提供方的事先书面同意，保密信息接受方不得向任何第三方披露、提供或转让该等保密信息。一旦本协议终止，保密信息接受方应将载有保密信息的任何文件、资料或软件根据保密信息提供方要求归还，或予以销毁，并从所有相关记忆装置中删除所有保密信息，且不得继续使用这些保密信息。

Parties agrees to take all reasonable steps to protect and maintain the confidentiality of the confidential data and information received in connection with the performance of this Agreement (collectively, the “Confidential Information”). The Confidential Information receiving party shall not disclose, give or transfer any Confidential Information to any third party without the Confidential Information providing party prior written consent. Upon termination of this Agreement, the Confidential Information receiving party shall, at the Confidential Information providing party s request, return any and all documents, information or software containing any of such Confidential Information to the Confidential Information providing party or destroy it, and delete all of such Confidential Information from any memory devices, and cease to use such Confidential Information.

7.2

双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

生效日和期限
Effective Date and Term

8.1

本协议于文首所载之日生效。除非按本协议规定终止，本协议永久有效。

This Agreement shall be effective as of the date first set forth above. This Agreement shall remain effective unless terminated as provided herein.

8.2

尽管有上述约定，1）外资企业有权随时于提前三十（30）日书面通知霍尔果斯耀世星辉后终止本协议，接受服务方无权终止本协议;以及2）根据《独家购股权协议》，如霍尔果斯耀世星辉之全部股权已转让给外资企业和/或外资企业指定的第三方，本协议终止。

Notwithstanding the foregoing provisions, i) the WFOE shall have the right to terminate this Agreement at any time with a written notice to Glory Star given thirty (30) days in advance, whereas the Service Receiving Party shall not have the right to terminate this Agreement; and ii) This Agreement shall be terminated upon the transfer of all the shares of Glory Star to the WFOE and/or a third party designated by the WFOE pursuant to the Exclusive Option Agreement.

8.3

本协议由于任何原因终止并不免除任何一方在本协议终止日前到期的本协议项下任何付款义务(包括但不限于服务费)，也不免除本协议终止前发生的任何违约责任。本协议终止前所产生的应付费用应在本协议终止之日起15个工作日内支付。

Termination of this Agreement for any reason does not exempt any party from any payment obligations (including but not limited to Service fees) under this Agreement which occurs before the termination date of this Agreement, also does not exempt any party from any liability for breach of agreement which occurs before the termination date of this Agreement. All Payable fees which occurs before the termination of this Agreement shall be paid within 15 working days from the termination date of this Agreement.

管辖法律
Governing Law

本协议依中国法律解释，受中国法律管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

10.

争议解决
Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由外资企业与霍尔果斯耀世星辉通过友好协商的方式解决。如果外资企业和霍尔果斯耀世星辉双方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对霍尔果斯耀世星辉之股权或土地资产的救济措施和针对霍尔果斯耀世星辉的清算令。仲裁裁决具终局性且对双方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the WFOE and Glory Star in good faith through negotiations. In case no resolution can be reached by the WFOE and Glory Star, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Glory Star and winding up orders against Glory Star. The arbitral award shall be final and binding upon both Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议双方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，双方达成共识在不违反适用法律的前提下，纽约法院、开曼群岛法院、中国法院和霍尔果斯耀世星辉主要资产所在地的法院均应被视为具有管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC and the courts of the places where the principal assets of Glory Star are located shall all be deemed to have jurisdiction.

11.

通知
Notices

11.1

任何一方按本协议规定发出的通知或其他通信应以英文和中文书写，并可以专人递送、挂号邮寄、邮资预付邮寄、或受承认的专递服务或发送传真的形式发送到有关各方不时指定的收件地址。通知被视为正式送达的日期，应按如下方式确定：(a) 专人递送的通知，专人递送当日即视为已实际送达；(b)用信函发出的通知，则在邮资付讫的航空挂号信寄出日（依邮戳为准）后的第十（10）天，即视为已实际送达，或在送交国际认可的专递服务机构后的第四（4）天，即视为已实际送达；以及(c)用传真发送的通知，在有关文件的传送确认单上所显示的接收时间，即视为已实际送达。

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of each relevant party as specified by such party from time to time. The date when a notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon delivery; (b) a notice sent by mail is deemed duly served on the tenth (10th) day after the date when the postage prepaid registered airmail is posted (as evidenced by the postmark), or on the fourth (4th) day after the date when the notice is delivered to an internationally-recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon receipt as evidenced by the time shown in the transmission confirmation for the relevant documents.

11.2

为通知的目的，双方地址如下：

For the purpose of notification, the addresses of both parties are as follows:

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：霍尔果斯耀世星辉文化传媒有限公司

Company: Horgos Glory Star Media Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

任何一方均可按本条条款通过向另一方发出通知随时更改其通知的收件地址。

Any one of the Parties may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

12.

损害和赔偿

Indemnities and Remedies

12.1

如一方违反本协议，则该方应就违反本协议而给另一方造成的损失、损害、责任、被索赔损失等（“损失”）依照另一方的要求立即予以赔偿，但如果另一方遭受的损失系由于该另一方或该另一方的董事、管理人员、雇员或者代理自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对另一方予以赔偿。

Either Party shall forthwith on demand indemnify the other Party against any claim, loss, liability or damage (“Loss”) which such Party shall incur as a consequence of any breach by the other Party of this Agreement provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents.

12.2

对于外资企业应接受服务方要求而提供的咨询和服务所产生或引起的针对外资企业的任何诉讼、索赔或其他要求所招致的任何损失，接受服务方均应补偿给外资企业，并使外资企业不受损害，除非该等损失、损害、责任或费用是因外资企业的严重疏忽或故意的不当行为而产生的。

As for any Loss incurred by any litigation, claim or other request against the WFOE upon WFOE’s consulting services provided as requested by the Service Receiving Party, Service Receiving Party shall reimburse WFOE for any and all Losses incurred and shall hold WFOE harmless from and against, unless such Losses is caused by gross negligence or willful misconduct by WFOE.

12.3

双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

13.

转让
Assignment

13.1

未经外资企业事先书面同意，接受服务方不得将其在本协议项下的权利和义务转让给任何第三方。

The Service Receiving Party shall not assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

13.2

接受服务方在此同意，外资企业可转让其在本协议项下的权利和义务。外资企业仅需就该转让向霍尔果斯耀世星辉作出书面通知。

The Service Receiving Party hereby agrees that the WFOE may assign its rights and obligations under this Agreement, only subject to a written notice to Glory Star.

14.

可分割性
Severability

如果本协议项下的任何条款因与有关法律不一致而无效或不可执行，则该条款仅在有关法律的管辖范围之内被视为无效或不可执行，并且本协议其他条款的有效性、合法性和可强制执行性不受其影响。

If any provision of this Agreement is judged to be invalid or unenforceable because it is inconsistent with applicable laws, such invalidity or unenforceability shall be only with respect to such laws, and the validity, legality and enforceability of the other provisions hereof shall not be affected.

15.

修改或补充
Amendment or Supplement

15.1

本协议的任何修改或补充须由双方以书面形式作出。经协议每一方正式签署的修改或补充构成本协议的组成部分，具有与本协议同等的法律效力。

Any amendment or supplement to this Agreement shall be made by the Parties in writing. The amendments or supplements duly executed by each party shall form an integral part of this Agreement and shall have the same legal effect as this Agreement.

15.2

如美国全国证券交易商协会自动报价表（“纳斯达克”）或其他监管机构或交易所对本协议提出任何修改意见，或纳斯达克上市规则或相关要求发生任何与本协议有关的变化，各方应据此对本协议进行修订。

If the National Association of Securities Dealers Automated Quotations (“NASDAQ”) or other regulatory authorities or stock exchanges introduce any change to this Agreement, or any changes on NASDAQ listing rules or applicable regulations relating to this Agreement, the Parties shall amend this Agreement accordingly.

16.

税费

Taxes and Fees

在编制、签署和履行本协议的过程中，各方应支付依据中国法律征收或发生的全部税款、支出和费用。

Each Party shall pay any tax, expenses and fees incurred thereby or levied thereon in accordance with the PRC laws in connection with the preparation, execution and performance of this Agreement.

17.

文本
Counterparts

本协议由协议双方签署两份原件，外资企业和霍尔果斯耀世星辉各执一份，所有原件具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in two originals by both Parties, with each of the WFOE and Glory Star holding one original. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

18.

语言
Languages

本协议以英语和中文书就，英文和中文文本具有同等法律效力。英文和中文有不一致，以中文为准。

This Agreement is written in English and Chinese. Both language versions shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature page follows]

有鉴于此，双方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，双方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

霍尔果斯耀世星辉文化传媒有限公司

Horgos Glory Star Media Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

Schedule 1
附件1
Contents of Service, Calculation and Payment of the Service Fee
服务内容，服务费的计算和支付

服务内容
Contents of Service

1.1

提供技术开发和转让，技术咨询服务;
Providing technology development and transfer, and technical consulting services;

1.2

提供员工职业和岗前培训协助及咨询服务;
Providing occupation and pre-occupation staff training assistant and consultation services;

1.3

提供公关服务;
Providing public relation services;

1.4

提供中短期市场开发、市场规化和咨询服务;
Providing mid or short-term market development, planning and consultation services;

1.5

提供人力资源管理和内部信息管理;
Providing human resource management and internal information management;

1.6

提供网络开发、升级和日常维护;
Providing network development, upgrade and daily maintenance;

1.7

许可使用知识产权;
Licensing of intellectual property;

1.8

计算机信息系统软件及硬件维护、数据库及服务器维护;

Providing maintenance services in respect of computer software and hardware system, database and computer servers;

1.9

销售软件或授权霍尔果斯耀世星辉使用软件，且/或
Selling and authorizing Service Receiving Party to use software, and/or

1.10

外资企业根据业务需要和服务提供者的能力不定期决定提供的其他服务。
Other services determined from time to time by the WFOE according to the need of Service Receiving Party and capacity of the Service Providers.

Sch-1-1

服务费的计算和支付
Calculation and Payment of Service Fee

2.1

双方同意，就外资企业提供的服务，霍尔果斯耀世星辉应向外资企业支付服务费（“服务费”）。在符合中国法律规定的前提下，服务费应为霍尔果斯耀世星辉的税前利润（包括霍尔果斯耀世星辉于任何财政年度在任何其附属公司应占的所有利润及所收取的任何其他分配，但不计算本协议项下所应支付的服务费），抵消霍尔果斯耀世星辉及其附属公司各自在此前财政年度的累计亏损（若有），并扣除在任何财政年度所需的运营资本、开支、税金款额以及根据适用中国税法原则和税务实践而确定的合理运营利润。

The parties agree that, regarding the services provided by WFOE, Glory Star shall pay service fees (“Service Fees”) to WFOE. In accordance with PRC laws and regulations, Service Fees shall be the pre-tax profit of Glory Star (including all profits and all dividends from Glory Star’s subsidiaries in any financial year, apart from Service Fees under this Agreement), minus the accumulated losses (if any) of Glory Star and its subsidiaries in the previous financial year, minus operating costs, expenses, taxes and reasonable operating profit under applicable PRC tax law and practices.

2.2

服务费应当按年度支付。霍尔果斯耀世星辉应于每个财政年度最后一天起7日内，1)向外资企业提供霍尔果斯耀世星辉本财政年度的管理报表和经营数据，其中应当明确霍尔果斯耀世星辉在本财政年度的税前收益；2) 按外资企业向霍尔果斯耀世星辉提供的各项调查报告、计划书、发票或其他书面文件，将服务费支付给外资企业。外资企业在收到管理报表和经营数据后，可向霍尔果斯耀世星辉出具相应的服务费的发票。所有付款均应以汇款或各方认可的其它方式划入外资企业指定的银行帐户。各方同意，在本协议有效期内，外资企业可不时向霍尔果斯耀世星辉送达通知更改该等付款指示，且外资企业无需经霍尔果斯耀世星辉同意，有权仅依照其自主决定以至少提前10天书面通知霍尔果斯耀世星辉的方式调整上述服务费及服务费支付时间。

Service fees shall be paid annually. Within 7 days from the end of each financial year, Glory Star shall 1) provide WFOE with current financial year’s financial statements and operating data, which shall state the pre-tax profit of Glory Star in current financial year; 2) pay Service Fees to WFOE according to research report, plan, invoice or other written documents provided by WFOE. After receiving the financial statements and operating data, WFOE may issue an invoice for the corresponding Service Fees to Glory Star. All payments should be remitted to the bank account designated by WFOE or by other ways otherwise agreed by the parties. The parties agree that, during the term of this agreement, WFOE may notice Glory Star from time to time to adjust such payment instructions, and WFOE has the right to adjust the amount on and time of payment of Service Fees hereof on its own discretion by giving 10-days(at least) prior written notice to Glory Star and no consents of Glory Star are required.

Sch-1-2

2.3

双方同意，服务费的支付原则上不应使任何一方经营发生困难。为上述目的，且在上述原则合理的限度内，外资企业可以同意霍尔果斯耀世星辉迟延支付服务费，或经双方协商一致，可以书面形式调整上述第2.2条规定下霍尔果斯耀世星辉应向外资企业支付服务费的时间安排。

The parties agree that, the payment of the Service Fee shall not constitute any Parties’ operational difficulties in principle. For the purposes above, and within the reasonable limits of the principles above, WFOE may accept the delayed payment of Service Fees by Glory Star, or adjust the Service Fees’ payment schedule under Article 2.2 above in writing with prior consent among the parties.

2.4

霍尔果斯耀世星辉应于每个财政年度末的90日内向外资企业提供霍尔果斯耀世星辉在本财政年度的审计的财务报表。该财务报表应当经由外资企业批准的独立注册会计师审计，并且外资企业有权对霍尔果斯耀世星辉在每个财政年度的审计的财务数据进行合并计算。如果该等经审计的财务报表显示出本财政年度内霍尔果斯耀世星辉向外资企业支付的服务费总额与霍尔果斯耀世星辉本财政年度根据中国财务报告准则所确定的税前收益扣除相关成本、合理费用后的剩余金额之间有任何差额，经外资企业书面要求，霍尔果斯耀世星辉应向外资企业支付该等差额。

Glory Star shall provide WFOE with audited financial statements of Glory Star for the financial year within 90 days from the end of each financial year. Such financial statements shall be audited by an independent certified public auditor accepted by WFOE, and WFOE shall have the right to consolidate the audited financial data of Glory Star in each financial year. If these audited financial statements indicate there is any difference between total Service Fees paid by Glory Star to WFOE during the financial year and amount calculated by the pre-tax profit of Glory Star deduct related costs and reasonable expenses according to China financial reporting standards in such financial year, upon WFOE`s written request, Glory Star shall pay such difference to WFOE.

2.5

霍尔果斯耀世星辉应按照法律及商业惯例的要求编制符合外资企业要求的财务报表。

Glory Star shall prepare financial statements in accordance with the applicable laws, business practices and the WFOE’s requirements.

2.6

经外资企业提前5个工作日通知，霍尔果斯耀世星辉应允许外资企业及外资企业的控股股东（直接或间接）/或其指定审计师对霍尔果斯耀世星辉进行各类审计活动，包括在霍尔果斯耀世星辉的主要办公地点审计霍尔果斯耀世星辉的有关帐册和记录并复印所需的该部分帐册和记录。此外，霍尔果斯耀世星辉应向外资企业及外资企业的控股股东（直接或间接）/或其指定审计师提供有关霍尔果斯耀世星辉运营、业务、客户、财务、员工等相关信息和资料，并且同意最终控股股东为满足其证券上市地监管的要求而披露该等信息和资料。

With WFOE’s 5-working-days prior notice, Glory Star shall authorize WFOE, WFOE’s (directly or indirectly) controlling shareholder or their designated auditors to conduct auditing upon Glory Star, including auditing Glory Star’s account and reviewing and copying its relevant book and records in the Glory Star’s principle domicile. In addition, Glory Star shall provide WFOE, controlling shareholder (directly or indirectly) of WFOE or its designated auditor with related information and documents on operations, business, customers, finances and employees of Glory Star, and authorize that Ultimate Controlling Shareholder to disclose such information and documents according to supervision regulations of its listing place.

2.7

各方由于执行本协议所产生的税收负担，由各方自行承担。

Each of the parties shall bear all taxes respectively incurred or to be incurred in executing and preforming this Agreement.

Sch-1-3

Exhibit 99(a)(5)(f)

业务合作协议

BUSINESS COOPERATION AGREEMENT

本业务合作协议（“本协议”）由以下各方于2019年 9 月 16 日在____订立:

This Business Cooperation Agreement (the “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:

(1)

耀世星辉新文娱（北京）科技有限公司（“外资企业”），一家根据中华人民共和国（“中国”）法律在中国北京注册成立的外商独资企业，地址为北京市顺义区高丽营镇文化营村北(临空二路1号科技创新功能区)。外资企业的股权由Glory Star New Media Group Limited（“最终控股股东”），一家在开曼群岛获豁免的有限责任公司，最终实益持有100%；

(2)

霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”），一家根据中国法律在中国霍尔果斯注册成立的内资公司，注册地址为新疆伊犁州霍尔果斯中哈国际边境合作中心B4地块东方劲秀展厅一层1091室；和

Horgos Glory Star Media Co., Ltd. (the “Glory Star”), a domestic company registered in Xinjiang, China, under the PRC laws; its address is Room 1091, 1^st Floor, Dong Fang Jin Xiu Exhibition Hall, B4 District, China-Kazakhstan Horgos International Border Cooperation Center, Yili Prefecture, Xinjiang; and

(3)

星璀璨国际传媒（北京）有限公司，一家根据中国法律在中国北京注册成立的有限责任公司，注册地址为北京市朝阳区光华路5号院3号楼2层201内19室（“股东一”）；

Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”), a domestic company registered in Beijing, China, under the PRC laws; its address is Room 19 inside 201, 2^nd Floor, Building 3, No.5 Guanghua Road, Chaoyang District, Beijing（the “Shareholder A”）

张兵，一名中国公民，身份证号为430104196710302635（“股东二”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder B”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东三”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder C”);

张冉，一名中国公民，身份证号为110108198006286344（“股东四”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder D”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东五”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder E”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东六”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder F”);

林晖，一名中国公民，身份证号为310110196801157015（“股东七”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder G”)

金晖，一名中国公民，身份证号为31010919680401521X（“股东八”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder H”)

郦韩英，一名中国公民，身份证号为330625197107244426（“股东九”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder I”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东十”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder J”);

肖建聪，一名中国公民，身份证号为142623198012123419（“股东十一”）；

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder K”);

梁显宏，一名中国公民，身份证号为412727197804076552（“股东十二”）；和

Liang Xianhong, a PRC resident (ID No.: 412727197804076552) (the “Shareholder L”);

北京朗玛峰创业投资管理有限公司（“朗玛峰”），一家根据中国法律在中国北京注册成立的内资公司，注册地址为北京市海淀区北四环西路58号18层1818（“股东十三”，与股东一、股东二、股东三、股东四、股东五、股东六、股东七、股东八、股东九、股东十、股东十一和股东十二合称为“股东”）。

Everest Venture Capital Investment Co., Ltd. (the “Everest”), a domestic company registered in Beijing, China, under the PRC laws; its address is Room 1818, 18^th Floor, No.58 West North Fourth Ring Road, Haidian District, Beijing (the “Shareholder M”, and together with the shareholders aforementioned, the “Shareholder” )

（星璀璨、张兵、陆伽、张冉、贺一星、张荣辉、林晖、张颖豪、金晖、郦韩英和朗玛峰以下合称“直接股东”；张兵、陆伽、张冉、贺一星、张荣辉、林晖、金晖、郦韩英、张颖豪、肖建聪和梁显宏以下合称“个人股东”。）

(Shareholder A, Shareholder B, Shareholder C, Shareholder D, Shareholder E, Shareholder F, Shareholder G, Shareholder J, Shareholder H, Shareholder I and Shareholder M, collectively the “Direct Shareholder”; Shareholder B, Shareholder C, Shareholder D, Shareholder E, Shareholder F, Shareholder G, Shareholder H, Shareholder I, Shareholder J, Shareholder K and Shareholder L, collectively the “Individual Shareholder”. )

（以上外资企业、霍尔果斯耀世星辉和股东单独称为“一方”，合称为“各方”）。

(Each of the WFOE, Glory Star and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(1)

鉴于，直接股东直接持有霍尔果斯耀世星辉100%的股权（霍尔果斯耀世星辉的具体股东持股情况详见附件），其中，星璀璨、张兵、陆伽、张冉、金晖、郦韩英和朗玛峰为霍尔果斯耀世星辉工商登记在册的股东，霍尔果斯耀世星辉尚未就贺一星、张荣辉、林晖、张颖豪成为霍尔果斯耀世星辉股东事宜办理工商变更登记。个人股东直接持有或间接通过星璀璨和朗玛峰持有霍尔果斯耀世星辉权益；

WHEREAS, the Direct Shareholder directly holds 100% shares in Glory Star (see Schedule attached hereto for details of specific holdings for the Shareholder of Glory Star), among which Shareholder A, Shareholder B, Shareholder C, Shareholder D, Shareholder H, Shareholder I and Shareholder M have filed with Market Supervision Administration Authority for being the shareholders of Glory Star while Shareholder E, Shareholder F, Shareholder G and Shareholder J have not yet accomplished such filings. Individual Shareholder directly or indirectly holds interests in Glory Star through either Xing Cui Can or Everest;

(2)

鉴于，外资企业从事文化传媒及电子商务及相关技术服务业务，并在文化传媒、电子商务及相关技术服务方面已经具备了相关专业能力和实践经验；

WHEREAS, the WFOE engages in the business of culture & media, e-commerce and related technical services, and has the relevant expertise and practical experience in the development of culture & media, e-commerce and the provision of related technical services;

(3)

鉴于，霍尔果斯耀世星辉在中国从事文化传媒及电子商务业务；

WHEREAS, Glory Star engages in the business of culture & media and e-commerce in China;

(4)

鉴于，外资企业与霍尔果斯耀世星辉在2019年 9 月 16 签署了一份《独家服务总协议》（“服务协议”），根据该协议霍尔果斯耀世星辉应向外资企业支付服务费；及

WHEREAS, the WFOE has entered into a Master Exclusive Service Agreement (the “Service Agreement”) dated September 16, 2019 with Glory Star, pursuant to which the WFOE is entitled to receive service fees from Glory Star; and

(5)

鉴于，股东直接或间接持有霍尔果斯耀世星辉100%的股权。

WHEREAS, the Shareholder directly or indirectly holds 100% shares in Glory Star.

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，各方愿意受其法律约束，并达成如下约定：

协议

AGREEMENT

不作为承诺

Negative Covenants

为确保霍尔果斯耀世星辉履行其与外资企业所签服务协议和/或其他协议项下的义务，股东和霍尔果斯耀世星辉连带作出同意并承诺，未获外资企业的书面同意，霍尔果斯耀世星辉不得进行、股东亦应促使霍尔果斯耀世星辉不得进行，任何会对其资产、义务、权利或经营产生重大影响的交易，包括但不限于：

To ensure that Glory Star perform its obligations under the Service Agreement and/or other agreements executed with the WFOE, the Shareholder and Glory Star jointly and severally, agree and covenant that, without obtaining the WFOE’s written consent, Glory Star shall not, and the Shareholder shall cause Glory Star not to, engage in any transaction which may materially affect its asset, obligation, right or operation, including but not limited to:

(a)

其各自正常业务范围未涵盖的活动，或从事与其过往经营不一致的业务活动。或直接或间接经营除霍尔果斯耀世星辉营业执照及经营许可证之许可范围之外的业务，或在中国境内直接或间接经营与外资企业业务相竞争的业务，包括投资于经营与外资企业业务相竞争的业务的实体，或经营外资企业书面同意范围之外的其他业务；

any activities not within its normal business scope, or operating its business in a way that is inconsistent with its past practice, or directly or indirectly engaging in business which is not be permitted by business license, or directly or indirectly engaging in business which competes with the business of the WFOE within China (including investing any entity whose business competes with the business of WFOE), or engaging in any other business without WFOE`s written consent.

(b)

合并、整合、兼并、收购、和主要业务及资产的重组以及以任何形式进行收购或投资；

merger, reorganization, acquisition or restructuring of its principal business or assets, or acquisition or investment in any other form;

(c)

向第三方提供、向第三方借入任何贷款、信贷或承担任何债务，正常经营过程中发生的除外；

offering any loan to any third party, incurring any debt from any third party, or assuming any debt other than in the ordinary course of business;

(d)

雇佣、变更或辞退任何董事或高管人员；

engaging, changing or dismissing any director or any senior management officer;

(e)

向第三方出售、或从第三方获得、抵押/质押、许可第三方使用或以其他方式处置任何有形或无形资产，正常经营过程中发生的除外；

selling to or acquiring from any third party, mortgaging/pledging, licensing or disposing of in other ways any tangible or intangible assets, other than in the ordinary course of business;

(f)

发生、继承、担保或承受任何债务(但不包括在正常业务过程中发生的债务)或使用其资产向第三方提供担保或以其他形式提供保证，或在其资产上设置任何权利负担；

incurring, inheriting, assuming or guaranteeing any debt that are not incurred during the ordinary course of business, using its assets to provide security or other forms of guarantees to any third party, or setting up any other encumbrances over its assets;

(g)

对其章程和内部细则进行补充、变更或修改，增减其注册资本或通过其他方式变更其注册资本结构；

making any supplement, amendment or alternation to its articles of association and bylaws, increasing or decreasing its registered capital or changing the structure of its registered capital in other manners;

(h)

以任何方式进行股息、股权权益或举办人权益的分配，但在外资企业书面要求时，霍尔果斯耀世星辉应立即向股东分配全部或部分可分配利润，然后再由股东立即并无条件地将上述分配支付或转移至外资企业；

making distribution of dividend or share interest or sponsorship interest in whatever ways, provided that upon the WFOE’s written request, Glory Star shall immediately distribute part or all distributable profits to its shareholder who shall in turn immediately and unconditionally pay or transfer to the WFOE any such distribution;

(i)

签署任何重大合同（就本段而言，重大合同的标准由外资企业自行判断）;

executing any material contract (for purpose of this subsection, the WFOE may define a material contract at its sole discretion);

(j)

通过任何方式出售、转让、抵押或处置其业务或收入中的法定或受益权益，或允许设置任何相关的担保权益；

selling, transferring, mortgaging or disposing of in any manner any legal or beneficial interest in its business or revenues, or allowing the encumbrance thereon of any security interest;

(k)

解散、清算和分配剩余财产；或

dissolution, conducting liquidation and distributing the residual assets; or

(l)

促使其任何分支机构（如有）或子公司发生上述行为。

causing any of its branches (if any) or subsidiaries to engage in any of the foregoing.

业务经营和人员安排

Business Operation and Personnel Arrangement

2.1

霍尔果斯耀世星辉同意并向外资企业承诺，霍尔果斯耀世星辉和股东将促使霍尔果斯耀世星辉（i）接受外资企业就霍尔果斯耀世星辉的人员安排和调任、日常运营、股息分配和财务管理系统所提出的建议，且霍尔果斯耀世星辉将相应地严格遵守和履行；（ii）谨慎、有效地经营霍尔果斯耀世星辉公司业务和处理公司事务，按照良好的财务和商业标准及实务维持霍尔果斯耀世星辉的存续；（iii）在经营霍尔果斯耀世星辉全部业务的正常运营过程中，一直保持霍尔果斯耀世星辉的资产价值，不得采取可能对霍尔果斯耀世星辉业务状况和资产价值产生不利影响的任何行为/不作为；（iv）在外资企业提出要求时提供有关霍尔果斯耀世星辉业务经营和财务状况的相关资料；（v）如外资企业要求，为霍尔果斯耀世星辉的资产和业务从符合外资企业要求的保险公司处购买并持有保险，保险金额和险种应符合同类公司购买的金额和种类；（vi）如发生或可能发生与霍尔果斯耀世星辉的资产、业务或收入相关的任何诉讼、仲裁或行政程序，立即通知外资企业；及（vii）为保持霍尔果斯耀世星辉对其全部资产的所有权，应签署全部必要或适当的文件，采取全部必要或适当的行为，提交全部必要或适当的控告，或针对全部索赔提出必要和适当的抗辩。

Glory Star agrees and covenants to the WFOE that Glory Star and the Shareholder shall cause Glory Star to, i) accept suggestions raised by the WFOE over the employee engagement and replacement, daily operation, dividend distribution and financial management systems of Glory Star, and Glory Star shall strictly abide by and perform accordingly; ii) maintain the existence of Glory Star in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; iii) operate all of Glory Star’s businesses during the ordinary course of business to maintain the asset value of Glory Star and refrain from any action/omission that may adversely affect Glory Star’s operating status and asset value; iv) provide the WFOE with information on Glory Star’s business operations and financial condition at WFOE’s request; v) if requested by the WFOE, procure and maintain insurance in respect of Glory Star’s assets and business from an insurance carrier acceptable to the WFOE, at an amount and type of coverage typical for companies that operate similar businesses; vi) immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Glory Star’s assets, business or revenue; and vii) 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 so as to maintain the ownership by Glory Star of all of its assets.

2.2

霍尔果斯耀世星辉的董事、总经理、首席财务官和其他高级管理人员的选任应当满足外资公司提出的资格要求，并须经外资公司明确同意。

The election and appointment of directors, general manager, chief financial officer and other senior management members of Glory Star shall be subject to satisfaction of the qualification requirements put forward by the WFOE and shall require the explicit consent of the WFOE.

2.3

若外资企业同意任命的上述董事或高管人员辞职，或外资企业提出关于人员调任或辞退方面的建议，股东、霍尔果斯耀世星辉应根据外资企业的建议调任或辞退相关人员并应指派符合外资企业要求的其他人选继任该职位。

If any of the above directors or senior management members as approved by the WFOE resigns from the relevant position, or if the WFOE raises any suggestions over the replacement or dismissal of any of said persons, the Shareholder or Glory Star, as the case may be, shall replace or dismiss such person upon the WFOE’s suggestions, and shall appoint any other person who satisfies the WFOE’s requirements to hold such position.

其他安排

Other Arrangements

鉴于(i)外资企业及其关联方已通过服务协议与霍尔果斯耀世星辉建立了业务关系，且(ii) 霍尔果斯耀世星辉进行的日常业务活动，将对霍尔果斯耀世星辉向外资企业或其关联方支付服务费用的能力产生重大影响，股东同意，除非外资企业要求：

Given (i) that the business relationship between the WFOE (together with its affiliates) and Glory Star has been established through the Service Agreement and (ii) that the daily business activities of Glory Star will have a material impact on Glory Star’s ability to pay the payables to the WFOE or its affiliates, the Shareholder agrees that, unless required by the WFOE:

(a)

不得通过任何股东决定、或以其他方式要求霍尔果斯耀世星辉向股东分配任何利润、资金、资产或财物；及

Each of the Shareholder shall not make any shareholder’s decision to, or otherwise request Glory Star to, distribute any profits, funds, assets or property to the Shareholder; and

(b)

不得通过任何股东决定、或以其他方式要求霍尔果斯耀世星辉就股东所持的股权分派任何股息或进行其他方式的分配；但若霍尔果斯耀世星辉向股东进行股息分配或以其他方式进行分配，股东应于分配发生时立即且无条件向外资企业支付或转让其作为霍尔果斯耀世星辉的股东从霍尔果斯耀世星辉获得的任何股息或其他分配。

Each of the Shareholder shall not make any shareholder’s decision to, or otherwise request Glory Star to, issue any dividends or other distributions with respect to the shares of Glory Star held by the Shareholder; provided, however, if any dividends or other distributions are distributed to the Shareholder by Glory Star, the Shareholder shall immediately and unconditionally pay or transfer to the WFOE any and all dividends or other distributions in whatsoever form obtained from Glory Star as shareholder of Glory Star at the time such distributions arise.

转让

Assignments

未获外资企业的事先书面同意，股东和霍尔果斯耀世星辉不得向任何第三方转让其各自在本协议项下的权利和义务。股东和霍尔果斯耀世星辉在此共同同意，外资企业可以其完全自主判断自行转让其在本协议下的权利和义务，且仅需向霍尔果斯耀世星辉和股东发出书面通知。

The Shareholder and Glory Star shall not assign their respective rights and obligations under this Agreement to any third party without the prior written consent of the WFOE. The Shareholder and Glory Star hereby jointly agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion and such transfer shall only be subject to a written notice sent to Glory Star and the Shareholder.

本协议规定的权利和义务对各方的受让人、继承人、配偶、监护人、债权人或者任何其他有权对霍尔果斯耀世星辉之股权主张权利或者利益的其他人具有法定约束力，且无论该等权利和义务的转让是由接管、重组、继承、转让、死亡、丧失行为能力、破产、离婚或其他原因导致。

Rights and obligations under this Agreement shall be legally binding upon any assignees, successors, spouse, guardians and creditors of the Parties hereof or any other person that may be entitled to assume rights and interests in the shares of Glory Star, no matter such assignment of obligations and rights is caused by takeover, restructuring, succession, assignment, death, incapacity, bankruptcy, divorce or any other reason.

陈述和保证

Representations and Warranties

股东和霍尔果斯耀世星辉特此向外资企业陈述和保证，截至本协议签署日：

The Shareholder and Glory Star hereby represent and warrant to the WFOE as of the date of this Agreement, that:

5.1

其有完全的法律行为能力和授权签署本协议，且具有履行本协议和任何其他相关协议项下义务的能力；

Each of the Shareholder and Glory Star has full legal capacity and authorizations to execute and deliver this Agreement, and to perform their respective obligations under this Agreement;

5.2

其在本协议中承担的义务及责任为合法的、有效的、具有约束力的，并可按其条款强制执行；

The obligations and responsibilities of each of the Shareholder and Glory Star in this Agreement are legal, valid, binding and enforceable in accordance with its terms;

5.3

签署和交付本协议以及履行其项下的任何义务，不会：(i) 导致违反任何相关的中国法律；(ii) 与霍尔果斯耀世星辉的公司章程、内部细则或其他组织文件抵触；(iii) 导致违反其订立或对其具有约束力的任何合同或文件，或构成该等合同或文件项下的违约；(iv) 导致违反向其发放的任何证照或许可的任何发放条件和/或持续有效的条件；及 (v) 导致向其发放的任何证照或许可被吊销、没收或附加额外条件；

The execution and delivery of this Agreement and the performance of any obligations under this Agreement : (i) do not cause any violation of any applicable PRC laws; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Glory Star; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

5.4

在任何股东发生死亡，丧失行为能力或发生其他可能影响其持有或行使其持有的霍尔果斯耀世星辉的股权的情况下，相关股东的（i）任意继承人或（ii）根据该等股东签署的《股东承诺函》由外资企业指定的自然人或法人（“指定受让人”）将被视为本协议的签署一方，承担相关在本协议下的所有权利和义务。如发生任何继承或《股东承诺函》项下的股权转让，股东将办理一切必要的手续并采取一切必要的行动以促使该等股权转让获取所需的政府审批（如适用）。

In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Glory Star, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Shareholders Commitment Letter issued by the relevant Shareholder will be regard as a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

完整协议和协议修改

Entire Agreement and Amendment to Agreement

6.1

本协议及本协议中明确提及或包含的全部约定和/或文件构成关于本协议标的事项的完整协议，并取代各方此前就本协议标的事项达成的所有口头约定、合同、谅解和交流。

This Agreement and all agreements and/or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject matter of this Agreement and shall supersede any and all prior oral agreements, contracts, understandings and communications made by the Parties with respect to the subject matter of this Agreement.

6.2

对本协议的任何修改应以书面方式作出，并仅在本协议各方签字后方生效。由各方正式签署的修改协议或补充协议构成本协议的组成部分，与本协议具有同等法律效力。

Any modification of this Agreement shall be made in a written form and shall only become effective upon execution by all Parties of this Agreement. Modifications and supplements to this Agreement duly executed by the Parties shall be parts of this Agreement and shall have the same legal effect as this Agreement.

6.3

If National Association of Securities Dealers Automated Quotations(“NASDAQ”) or any other regulatory authorities or stock exchanges introduce any amendments to this Agreement, or any changes on NASDAQ Listing Rules or applicable regulations relating to this Agreement, the parties shall revise this Agreement accordingly.

管辖法律

Governing Law

本协议受中国法律管辖且据其进行解释。

This Agreement shall be construed in accordance with and governed by the PRC laws.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对霍尔果斯耀世星辉之股权或土地资产的救济措施和针对霍尔果斯耀世星辉的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Glory Star and winding up orders against Glory Star. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约法院、开曼群岛法院、中国法院和霍尔果斯耀世星辉主要资产所在地的法院均应被视为具有管辖权。

损害和赔偿

Indemnities and Remedies

9.1

如一方违反本协议，则该方应就违反本协议而给任何其他方造成的损失、损害、责任、被索赔损失等（“损失”）依照该等其他方的要求立即予以赔偿，但如果任何其他方遭受的损失系由于该其他方或该其他方的董事、管理人员、雇员或者代理自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对该其他方予以赔偿。

Any Party shall forthwith on demand indemnify any other Parties against any claim, loss, liability or damage (“Loss”) incurred as a consequence of any breach by such Party of this Agreement provided that no Party shall be liable to indemnify any other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of such other Party or its directors, officers, employees, or agents.

9.2

各方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

10.

保密条款

Confidentiality

10.1

Parties agrees to take all reasonable steps to protect and maintain the confidentiality of the confidential data and information received in connection with the performance of this Agreement (collectively, the “Confidential Information”). The Confidential Information receiving party shall not disclose, give or transfer any Confidential Information to any third party without the prior written consent from the Confidential Information providing party. Upon termination of this Agreement, the Confidential Information receiving party shall, at the Confidential Information providing party’s request, return any and all documents, information or software containing any of such Confidential Information to the Confidential Information providing party or destroy it, and delete all of such Confidential Information from any memory devices, and cease to use such Confidential Information.

10.2

双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

11.

生效日和期限

Effective Date and Term

11.1

本协议于文首所载之日生效。

This Agreement shall be effective as of the date first set forth above.

11.2

本协议在霍尔果斯耀世星辉存续期间持续有效，除非根据第12条规定终止。

This Agreement shall remain effective as long as Glory Star exists unless terminated as provided in Section 12.

11.3

本协议由于任何原因提前终止并不免除本协议终止前发生的任何违约责任。本协议终止前所产生的应付服务费应在本协议终止之日起15个工作日内支付。

The Termination of this Agreement for any reason does not relieve any liability arising from the breach of contract prior to the termination of this Agreement. The service fee payable before the termination shall be paid within 15 working days from the date of termination.

12.

终止

Termination

12.1

股东和霍尔果斯耀世星辉均不得终止本协议。本协议在以下任何情况下终止，1）外资企业可随时于提前三十(30)天的书面通知霍尔果斯耀世星辉和股东后终止本协议；2）根据《独家购股权协议》，股东持有的霍尔果斯耀世星辉之股权已全部转让给外资企业和/或外资企业指定的第三方。

Neither of the Shareholder and Glory Star shall have the right to terminate this Agreement. This Agreement shall be terminated i) by the WFOE at any time with thirty (30) days advance written notice to Glory Star and the Shareholder; or ii) upon the transfer of all the shares held by the Shareholder to the WFOE and/or a third party designated by the WFOE pursuant to the Exclusive Option Agreement.

13.

通知

Notices

13.1

任何一方按本协议规定发出的通知或其他通信应以英文或中文书写，并可以专人递送、挂号邮寄、邮资预付邮寄、或受承认的专递服务或发送传真的形式发送到有关各方不时指定的收件地址。通知被视为实际送达的日期，应按如下方式确定：(a) 专人递送的通知，专人递送当日即视为已实际送达；(b)用信函发出的通知，则在邮资付讫的航空挂号信寄出日（依邮戳为准）后的第十（10）天，即视为已实际送达，或在送交国际认可的专递服务公司后的第四（4）天，即视为已实际送达；以及(c)用传真发送的通知，在有关文件的传送确认单上所显示的接收时间，即视为已实际送达。

13.2

为通知的目的，各方地址如下：

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

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：霍尔果斯耀世星辉文化传媒有限公司

Company: Horgos Glory Star Media Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

姓名：梁显宏

Name: Liang Xianhong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

公司：北京朗玛峰创业投资管理有限公司

Company: Everest Venture Capital Investment Co.,Ltd

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

收件人：李运喜

Recipient: Li Yunxi

任何一方均可按本条条款通过向另一方发出通知随时更改其通知的收件地址。

Any Party may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

14.

可分割性

Severability

如果本协议项下的任何条款因与有关法律不一致而无效或不可执行，则该条款仅在有关法律的管辖范围之内被视为无效或不可执行，并且本协议其他条款的有效性, 合法性和可强制执行性不受其影响。

15.

文本

Counterparts

本协议由协议各方签署十六份正本，外资企业、股东和霍尔果斯耀世星辉各执一份，其余由外资企业持有，所有正本具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in sixteen originals by all Parties, with each of the WFOE, the Shareholder, and Glory Star holding one original and the WFOE holding the rest. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

16.

语言

Languages

本协议英文和中文文本具有同等法律效力。若英文和中文文本有不一致，以中文为准。

Both English and Chinese language versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

霍尔果斯耀世星辉文化传媒有限公司

Horgos Glory Star Media Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can international media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature:

/s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature:

/s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature:

/s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature:

/s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature:

/s/ Zhang Rongui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature:

/s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature:

/s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature:

/s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature:

/s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature:

/s/ Xiao Jiancong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

梁显宏

Liang Xianhong

签字/Signature:

/s/ Liang Xianhong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京朗玛峰创业投资管理有限公司

Everest Venture Capital Investment Co.,Ltd

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

附件

Schedule

股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	星璀璨Xing Cui Can¹		2,303,000		43.45	%
2	张兵Zhang Bing		1,737,130		32.78	%
3	张冉 Zhang Ran		150,000		2.83	%
4	陆伽 Lu Jia		150,000		2.83	%
5	林晖Lin Hui		57,143		1.08	%
6	朗玛峰Everest²		200,000		3.77	%
7	郦韩英 Li Hanying		50,000		0.94	%
8	金晖 Jin Hui		30,000		0.57	%
9	张荣辉 Zhang Ronghui		312,550		5.90	%
10	贺一星 He Yixing		37,500		0.71	%
11	张颖豪 Zhang Yinghao		272,727		5.15	%
合计 Sum			5,300,050		100.00	%

¹星璀璨全部股权由张兵（持有53.50%股权），陆伽（持有35.67%股权），张冉（持有10.13%股权），张荣辉（持有0.10%股权），贺一星（持有0.10%股权），林晖（持有星璀璨0.10%股权），金晖（持有0.10%股权），郦韩英（持有0.10%股权），张颖豪（持有0.10%股权）及肖建聪（持有0.10%股权）持有。

Xing Cui Can's 100% equity interest is collectively held by Zhang Bing (53.50%), Lu Jia (35.67%), Zhang Ran (10.13%), Zhang Ronghui (0.10%), He Yixing (0.10%), Lin Hui (0.10%), Jin Hui (0.10%), Li Hanying (0.10%), Zhang Yinghao (0.10%) and Xiao Jiancong (0.10%).

²朗玛峰全部股权由肖建聪（持有99.80%股权）及梁显宏（持有0.20%股权）持有。

Everest's 100% equity interest is collectively held by Xiao Jiancong (99.80%) and Liang Xianhong (0.20%).

Exhibit 99(a)(5)(g)

独家购股权协议

EXCLUSIVE OPTION AGREEMENT

本独家购股权协议（“本协议”）于 2019 年 9 月 16 日由以下各方在_____订立：

This Exclusive Option Agreement (this “Agreement”) is entered into as of September 16, 2019 by and among the following parties:

(1)

(2)

霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”），一家根据中国法律在中国新疆注册成立的内资公司, 地址为新疆伊犁州霍尔果斯中哈国际边境合作中心B4地块东方劲秀展厅一层1091室；和

(3)

星璀璨国际传媒（北京）有限公司(“星璀璨”),一家根据中国法律在中国北京注册成立的内资公司, 地址为北京市朝阳区光华路5号院3号楼2层201内19室（“股东一”）；

张兵，一名中国公民，身份证号为430104196710302635（“股东二”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder B”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东三”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder C”);

张冉，一名中国公民，身份证号为110108198006286344（“股东四”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder D”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东五”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder E”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东六”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder F”);

林晖，一名中国公民，身份证号为310110196801157015（“股东七”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder G”);

金晖，一名中国公民，身份证号为31010919680401521X（“股东八”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder H”);

郦韩英，一名中国公民，身份证号为330625197107244426（“股东九”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder I”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东十”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder J”);

肖建聪，一名中国公民，身份证号为142623198012123419（“股东十一”）;

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder K”);

梁显宏，一名中国公民，身份证号为412727197804076552（“股东十二”）；

Liang Xianhong, a PRC resident (ID No.: 412727197804076552)(the “Shareholder L”);

北京朗玛峰创业投资管理有限公司（“朗玛峰”），一家根据中国法律在中国北京注册成立的内资公司, 地址为北京市海淀区北四环西路58号18层1818（“股东十三”，与股东一、股东二、股东三、股东四、股东五、股东六、股东七、股东八、股东九、股东十、股东十一和股东十二合称为“股东”）。

Everest Venture Capital Investment Co., Ltd. (the “Everest”), a domestic company registered in Beijing, China, under the PRC laws; its address is Room 1818, 18^th Floor, No.58 West North Fourth Ring Road, Haidian District, Beijing（the “Shareholder M”, and together with the shareholders aforementioned, the “Shareholder”）;

（以上外资企业、霍尔果斯耀世星辉和股东单独称为“一方”，合称为“各方”）。

(Each of WFOE, Glory Star and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(A)

鉴于，直接股东直接持有霍尔果斯耀世星辉100%的股权（霍尔果斯耀世星辉的具体股东持股情况详见附件一）,其中，星璀璨、张兵、陆伽、张冉、金晖、郦韩英和朗玛峰为霍尔果斯耀世星辉工商登记在册的股东，霍尔果斯耀世星辉尚未就贺一星、张荣辉、林晖、张颖豪成为霍尔果斯耀世星辉股东事宜办理工商变更登记。个人股东直接持有或间接通过星璀璨和朗玛峰持有霍尔果斯耀世星辉权益；

WHEREAS, the Direct Shareholder directly holds 100% shares in Glory Star (see Schedule 1 attached hereto for details of specific holdings for the Shareholder of Glory Star), among which Shareholder A, Shareholder B, Shareholder C, Shareholder D, Shareholder H, Shareholder I and Shareholder M have filed with Market Supervision Administration Authority for being the shareholders of Glory Star while Shareholder E, Shareholder F, Shareholder G and Shareholder J have not yet accomplished such filings. Individual Shareholder directly or indirectly holds interests in Glory Star through either Xing Cui Can or Everest;

(B)

鉴于，外资企业和霍尔果斯耀世星辉于____年____月____日订立了一份独家服务总协议；

WHEREAS, the WFOE and Glory Star entered into a master exclusive service agreement dated on September 16, 2019;

(C)

鉴于，外资企业、霍尔果斯耀世星辉以及股东于 2019 年 9 月 16 日订立了一份业务合作协议（“业务合作协议”）；

WHEREAS, the WFOE, Glory Star and the Shareholder entered into a business cooperation agreement dated September 16, 2019 (the "Business Cooperation Agreement");

(D)

鉴于，外资企业、霍尔果斯耀世星辉及股东于 2019 年 9 月 16 日订立了一份股权质押协议（“股权质押协议”）；

WHEREAS, the WFOE, Glory Star and the Shareholder entered into a share pledge agreement on September 16, 2019 (the "Share Pledge Agreement");

(E)

鉴于，个人股东分别在本协议签署之日向最终控股股东董事会出具了关于本协议和其在霍尔果斯耀世星辉直接或间接持有的权利和权益的书面股东承诺函（“《个人股东承诺函》”）；并且

WHEREAS, before the date of this agreement, the Individual Shareholder has respectively issued a written confirmation and guarantee letter (the “Individual Shareholder Commitment Letter”) to Ultimate Controlling Shareholder’s Board upon their direct and indirect equity interest held in Glory Star; and

(F)

鉴于，作为外资企业及其关联方为霍尔果斯耀世星辉的业务经营持续提供服务的对价，外资企业要求股东通过本协议向外资企业授予购买股东持有的霍尔果斯耀世星辉全部或部分股权的独家权利，由外资企业或外资企业指定方行使，且股东同意授予外资企业独家购买霍尔果斯耀世星辉全部或部分股权的权利。

WHEREAS, as the consideration for the WFOE and its affiliates to continuously provide Glory Star with services necessary for their business operation, the WFOE has requested the Shareholder to grant the WFOE an exclusive option through this Agreement which can be exercised by the WFOE or the WFOE's designee, and the Shareholder has agreed to grant such exclusive option to purchase all or part of the shares held by the Shareholder in Glory Star.

(G)

有鉴于此，基于本协议包含的前提、陈述、保证、承诺和约定，本协议各方愿意受其法律约束并约定如下：

协议

AGREEMENT

标的股权

Target Shares

1.1

股东在此不可撤销地且无任何附加条件地授予外资企业一项选择权，使外资企业在中国法律允许的前提下，要求股东向外资企业或外资企业指定的第三方（“被指定方”）全部或部分（以外资企业的具体要求为准）转让股东持有的霍尔果斯耀世星辉的股权（“标的股权”），且股东应按照外资企业的要求向外资企业和/或被指定方转让标的股权（“股权转让选择权”），除外资企业和/或被指定方外，任何其他第三方均不得享有股权转让选择权。

Shareholders irrevocably and unconditionally grant WFOE an option to require the Shareholder to transfer any and all of the shares of Glory Star that the Shareholder holds (the “Target Shares”) to the WFOE and/or a third party designated by the WFOE (the “Designee”) under applicable PRC laws, in whole or in part, subject to the WFOE’s specific requirements (“Share Transfer Option”), and the Shareholder shall transfer the Target Shares to the WFOE and/or its Designee(s), who shall have exclusive rights over the Share Transfer Option, in accordance with the WFOE’s requirements

1.2

外资企业有权随时行使其全部或部分购买权，取得全部或部分标的股权，且行权次数不限。

The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Shares in whole or in part without any limit at any time and from time to time.

1.3

外资企业有权指定任何第三方取得全部或部分标的股权，股东不得拒绝，并应按照外资企业的要求向该等被指定方转让全部或部分标的股权。

The WFOE may designate any third party to acquire the Target Shares in whole or in part and the Shareholder shall not refuse and shall transfer the Target Shares in whole or in part to such Designee as requested by the WFOE.

1.4

按本协议向外资企业或其被指定方转让标的股权以前，未经外资企业事先书面同意，股东不得向任何第三方转让标的股权。

Prior to the transfer of the Target Shares to the WFOE or its Designee(s) according to this Agreement, the Shareholder shall not transfer the Target Shares to any third party without the WFOE’s prior written consent.

1.5

股东就于本协议生效前股东之间关于限制霍尔果斯耀世星辉股权转让的相关条款或安排，关于霍尔果斯耀世星辉新增股本及股权转让的优先认购权及优先购买权的相关条款或安排以及任何与霍尔果斯耀世星辉股权处置相关的权利（如有）(合称“原限制性条款和优先权”)不存在任何争议；本协议生效后，股东就原限制性条款和优先权的相关一切权利义务自行消灭，股东不得再以任何形式就原限制性条款和优先权主张履行、违约等相关责任。

There is no dispute among Shareholder regarding the agreement or arrangement which be reached before the execution of this Agreement on the restriction on transfer of shares of Glory Star, the pre-emptive right for increasing capital or transfer of shares of Glory Star, and any rights relating to the disposal of shares of Glory Star (if any) (collectively the “Original Restrictive terms and Pre-emptive right”); with the execution of this Agreement, all rights and obligations arising out of from Original Restrictive terms and Pre-emptive right shall eliminate. Shareholder shall no longer claim for performance, breach of contract, etc. in any form according to Original Restrictive terms and Pre-emptive right.

程序

Procedures

2.1

在签署本协议时，股东应按照本协议附件二规定的格式签署两份未注明日期的《股权转让协议》，并将该文件交付给外资企业，并交付其他为使转让任何本协议项下被购买的股权有效，外资企业要求的及令其满意的所有文件。

Concurrent with the execution of this Agreement, the Shareholder shall sign and deliver to the WFOE the two Share Transfer Agreement with no date specified in the format set forth in Schedule 2 attached hereto; the Shareholder shall also deliver all other documents required and satisfied by the WFOE to make the transfer of any share purchased under this Agreement valid.

2.2

若外资企业根据上述第1.1条规定决定行使股权转让选择权，应向霍尔果斯耀世星辉和股东发出书面通知，其中说明拟受让标的股权的比例、受让方的身份（“股权购买通知”）。霍尔果斯耀世星辉和股东应在股权购买通知之日起的七日内，为办理上述股权转让的登记过户提供必要的全部资料和文件。

If the WFOE decides to exercise the Share Transfer Option pursuant to Section 1.1 hereinabove, it shall send written notice to Glory Star and the Shareholder which specifies the proportion of the Target Shares to be acquired and identifies the transferee (the “Share Purchase Notice”). Glory Star and the Shareholder shall furnish all materials and documents necessary for the registration of said share transfer within seven days after the date of Share Purchase Notice.

2.3

在行使股权转让选择权时，若不止一位股东持有霍尔果斯耀世星辉的股权，则本协议项下的股东和霍尔果斯耀世星辉应促使霍尔果斯耀世星辉的其他股东做出书面说明，同意向外资企业和/或被指定方转让标的股权，并放弃与之相关的任何优先购买权；

If at the time of exercising the Share Transfer Option, more than one shareholder hold shares in Glory Star, the Shareholder and Glory Star shall cause such other shareholders to provide their written consent to the transfer of the Target Shares to the WFOE and/or the Designee(s) and to waive any preemptive right related thereto;

2.4

霍尔果斯耀世星辉和股东应就按本协议和股权购买通知进行的各次标的股权转让，促使股东和外资企业和/或各被指定方（依实际情况而定）之间签署一份股权转让协议；

Glory Star and the Shareholder shall cause a Share Transfer Agreement to be duly executed with respect to each transfer to the WFOE and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Share Purchase Notice regarding the Target Shares;

2.5

有关各方应签署全部必要的合同、协议或文件，取得全部必要的政府证照和批文，并采取全部必要的行动，从而向外资企业和/或被指定方转让标的股权的所有权（不受任何担保权益的限制），并促使外资企业和/或被指定方成为标的股权的登记所有人。就本条和本协议而言，“担保权益”包括担保、抵押、第三方权利或权益、股票期权、购买权、优先受让权、抵消权、所有权留置或其他担保安排，但不包括本协议和股权质押协议设立的任何担保权益。

The relevant Parties shall execute all necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Target Shares to the WFOE and/or the Designee(s), unencumbered by any security interests, and cause the WFOE and/or the Designee(s) to become the registered owner(s) of the Target Shares. 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 the Share Pledge Agreement.

转让价款

Transfer Price

3.1

标的股权的全部转让价款为前述股权转让时中国法律和行政法规允许的最低价格（“转让价格”）。如果标的股权分批转让，则应按照转让标的股权的比例确定相应的转让价款金额。股东因转让标的股权而获得的全部转让价款以及任何其他相关收益应在取得后立即无偿赠送给外资企业或外资企业指定的实体。

The total transfer price for the Target Shares shall be the lowest price allowable under PRC laws and administrative regulations at the time of said transfer (“Transfer Price”). If the Target Shares are transferred in installments, the due transfer price for each installment shall be determined in accordance with the proportion of Target Shares under said transfer. The Shareholder shall transfer the Transfer Price and affiliated benefits to the WFOE, or the entity designated by the WFOE at nil consideration immediately after receiving the Transfer Price and affiliated benefits for the transfer of Target Shares.

3.2

转让标的股权产生的全部税费、费用和杂费应由各方按照中国法律各自承担。

All the taxes, fees and expenses arising from the transfer of the Target Shares shall be borne by each Party respectively in accordance with the PRC Laws.

承诺

Covenants

4.1

霍尔果斯耀世星辉和股东的承诺

Covenants of Glory Star and the Shareholder

股东（作为霍尔果斯耀世星辉的股东）和霍尔果斯耀世星辉特此承诺如下：

The Shareholder (as the shareholder of Glory Star) and Glory Star hereby covenant as follows:

4.1.1

未经外资企业事先书面同意，其不会通过任何形式补充、变更或修改霍尔果斯耀世星辉的公司章程和内部细则，不会增减霍尔果斯耀世星辉的注册资本，也不会通过其他方式变更霍尔果斯耀世星辉的注册资本结构；

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

4.1.2

其应谨慎、有效地经营霍尔果斯耀世星辉公司业务和处理公司事务，按照良好的财务和商业标准及实务维持霍尔果斯耀世星辉的存续；

They shall maintain Glory Star’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

4.1.3

未经外资企业事先书面同意，其不会在本协议签署后通过任何方式出售、转让、抵押或处置霍尔果斯耀世星辉的任何资产（除在日常经营过程中产生的资产处置）或霍尔果斯耀世星辉业务或收入中的法定或受益权益，也不会允许设置任何相关的担保权益；

Without the prior written consent of the WFOE, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Glory Star (except in the ordinary course of business), or legal or beneficial interest in the business or revenues of Glory Star, or allow the encumbrance thereon of any security interest;

4.1.4

未经外资企业事先书面同意，其不会发生、继承、担保或承受任何债务，但不包括在正常业务过程中发生的债务；

Without the prior written consent of the WFOE, they shall not incur, inherit, guarantee or assume any debt, except for debts incurred in the ordinary course of business;

4.1.5

其应在经营霍尔果斯耀世星辉全部业务的正常运营过程中，一直保持霍尔果斯耀世星辉的资产价值，不得采取可能对霍尔果斯耀世星辉业务状况和资产价值产生不利影响的任何行为/不作为；

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

4.1.6

未经外资企业事先书面同意，其不会促使霍尔果斯耀世星辉签署任何重大合同，但在正常业务过程中签署的除外（就本段而言，如果一份合同的价值超过人民币100万元，即被视为重大合同）；

Without the prior written consent of the WFOE, they shall not cause Glory Star to execute any material contract, except the contracts executed in the ordinary course of business (for purpose of this subsection, a contract shall be defined as a material one at the amount beyond one million RMB);

4.1.7

未经外资企业事先书面同意，其不会促使霍尔果斯耀世星辉向任何人提供任何贷款或信贷，但正常业务过程中提供的除外；

Without the prior written consent of the WFOE, they shall not cause Glory Star to provide any person with any loan or credit other than in the course of ordinary business;

4.1.8

其应在外资企业提出要求时提供有关霍尔果斯耀世星辉业务经营和财务状况的相关资料；

They shall provide the WFOE with information on Glory Star’s business operations and financial condition at WFOE’s request;

4.1.9

如外资企业要求，其应为霍尔果斯耀世星辉的资产和业务从符合外资企业要求的保险公司处购买并持有保险，保险金额和险种应符合同类公司购买的金额和种类；

If requested by the WFOE, they shall procure and maintain insurance in respect of Glory Star’s assets and business from an insurance carrier acceptable to the WFOE, at an amount and type of coverage typical for companies that operate similar businesses;

4.1.10

未经外资企业事先书面同意，其不会促使或允许霍尔果斯耀世星辉与任何人进行合并或整合或向任何人进行收购或投资，或促使或允许霍尔果斯耀世星辉出售其价值在人民币100万元之上的资产；

Without the prior written consent of the WFOE, they shall neither cause or permit Glory Star to merge, consolidate with, acquire or invest in any person; nor shall they cause or permit Glory Star to sell its assets worth beyond one million RMB;

4.1.11

如发生或可能发生与霍尔果斯耀世星辉的资产、业务或收入相关的任何诉讼、仲裁或行政程序以及可能对霍尔果斯耀世星辉的存续、业务经营、财务状况、资产或商誉产生不利影响的状况，其应立即通知外资企业，并及时采取一切外资企业认可的措施排除该等不利状况或对其采取有效的补救措施；

They shall immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Glory Star’s assets, business or revenue as well as of any conditions may cause an adverse material impact on Glory Star’s existence, operation, financial status, assets or goodwill; they shall take timely measures approved by the WFOE to eliminate such conditions or make effective remedies against them;

4.1.12

为保持霍尔果斯耀世星辉对其全部资产的所有权，其应签署全部必要或适当的文件，采取全部必要或适当的行为，提交全部必要或适当的控告，或针对全部索赔提出必要和适当的抗辩；

To maintain the ownership by Glory Star 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;

4.1.13

未经外资企业事先书面同意，其应确保霍尔果斯耀世星辉不会通过任何方式向股东分配股息，但在外资企业书面要求时，霍尔果斯耀世星辉应立即向股东分配全部或部分可分配利润，然后再由股东立即并无条件地将上述分配支付或转移至外资企业；

Without the prior written consent of the WFOE, they shall ensure that Glory Star shall not in any manner distribute dividends to its shareholder, provided that upon the WFOE’s written request, Glory Star shall immediately distribute part or all distributable profits to its shareholder who shall in turn immediately and unconditionally pay or transfer to the WFOE any such distribution;

4.1.14

霍尔果斯耀世星辉的董事和/或执行董事的安排和调任应根据业务合作协议第2条的规定执行；

The engagement and replacement of directors and/or executive director of Glory Star shall be carried out in accordance with Section 2 of the Business Cooperation Agreement;

4.1.15

除非中国法律强制要求，未经外资企业事先书面同意，霍尔果斯耀世星辉不得解散或清算；

Unless otherwise mandatorily required by PRC laws, Glory Star shall not be dissolved or liquated without the prior written consent by the WFOE;

4.1.16

在如5.8条所描述的法定清算后，股东将向外资企业全额支付其依法收取的任何剩余款项，或促使发生该等支付行为。如中国法禁止该等支付，股东将在中国法许可的情形下向外资企业或外资企业指定的一方支付该收入。

After the statutory liquidation as described in Section 5.8, the Shareholder shall pay the full amount of any remaining funds collected lawfully to the WFOE or cause such payment to occur. If the PRC laws and regulations prohibits such payment, the Shareholder shall pay such funds to the WFOE or the designated party of the WFOE under the applicable PRC laws and regulations.

4.2

有关霍尔果斯耀世星辉之股权的承诺

Covenants regarding Shares in Glory Star

股东特此承诺如下：

The Shareholder hereby covenants as follows:

4.2.1

未经外资企业事先书面同意，股东不会通过任何方式出售、转让、抵押或处置标的股权的任何法定或受益权益，也不会允许在其上设置任何其他担保权益，但按照股权质押协议对标的股权进行的质押除外；

Without the prior written consent of the WFOE, the Shareholder shall not sell, transfer, mortgage or dispose of in any manner any legal or beneficial interest in the Target Shares or allow the encumbrance thereon of any security interest, except for the pledge placed on the Target Shares in accordance with the Share Pledge Agreement;

4.2.2

股东应促使霍尔果斯耀世星辉的董事会和/或执行董事在未经外资企业事先书面同意情况下, 对以任何方式出售、转让、抵押或处置标的股权的任何法定或受益权益不予批准，也不允许在其上设置任何其他担保权益，但按照股权质押协议对标的股权进行的质押除外；

The Shareholder shall cause the board of directors and/or the executive director of Glory Star not to approve the sale, transfer, mortgage or disposition in any manner of any legal or beneficial interest in the Target Shares or allow the encumbrance thereon of any security interest, without the prior written consent of the WFOE, except for the pledge placed on the Target Shares in accordance with the Share Pledge Agreement;

4.2.3

股东应，并应促使霍尔果斯耀世星辉的董事会和/或执行董事，在未经外资企业事先书面同意情况下, 对霍尔果斯耀世星辉与任何人的合并或整合，或对任何人进行收购或投资不予批准；

The Shareholder shall not to, and shall cause the board of directors and/or the executive director of Glory Star 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 the WFOE;

4.2.4

如发生或可能发生与标的股权相关的任何诉讼、仲裁或行政程序，股东应立即通知外资企业；

The Shareholder shall immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Target Shares;

4.2.5

在外资企业随时要求时，股东应及时和无条件地促使标的股权的转让按本协议规定得到批准和完成；

At the request of the WFOE at any time, the Shareholder shall promptly and unconditionally cause the transfer of the Target Shares to be approved and consummated as set forth in this Agreement;

4.2.6

为保持股东对霍尔果斯耀世星辉的所有权，股东应签署全部必要或适当的文件，采取全部必要或适当的行为，提交全部必要或适当的控告，或针对全部索赔提出必要和适当的抗辩；

To the extent necessary to maintain the Shareholder's ownership in Glory Star, the Shareholder 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;

4.2.7

如股东从霍尔果斯耀世星辉获得任何利润、分红、股利、股息或清算所得，股东应在遵从中国法律的前提下将其及时赠予外资企业或外资企业指定的任何实体；和

The Shareholder shall promptly donate any profit, interest, dividend or proceeds of liquidation received from Glory Star to the WFOE or any other entity designated by the WFOE to the extent permitted under applicable PRC laws; and

4.2.8

股东应严格遵守本协议以及股东、外资企业和霍尔果斯耀世星辉之间共同或单独签署的其他合同规定，履行其中的义务，不得进行任何可能影响上述协议和合同的有效性和可执行性的作为/不作为。若股东在本协议、或股权质押协议、或对外资企业授权的委托协议及授权委托书项下的股权还留存有任何权利，股东不得行使该等权利，除非按照外资企业的书面指示行事。

The Shareholder shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among the Shareholder, the WFOE and Glory Star, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability hereof and thereof. To the extent that the Shareholder has any remaining rights with respect to the shares subject to this Agreement hereunder or under the Share Pledge Agreement or under the proxy agreement and power of attorney granted in favor of the WFOE, the Shareholder shall not exercise such rights except in accordance with the written instructions of the WFOE.

陈述和保证

Representations and Warranties

股东和霍尔果斯耀世星辉特此向外资企业陈述和保证，截至本协议签署日和各标的股权转让日：

The Shareholder and Glory Star hereby represent and warrant to the WFOE as of the date of this Agreement and each date of transfer of the Target Shares, that:

5.1

其有完全的法律行为能力和授权签署本协议和涉及标的股权转让的相关股权转让协议，且具有履行本协议和任何股权转让协议项下义务的能力；

Each of the Shareholder and Glory Star has full legal capacity and authorizations to execute and deliver this Agreement and any relevant Share Transfer Agreement(s) concerning the Target Shares to be transferred thereunder, and to perform their respective obligations under this Agreement and any Share Transfer Agreement(s);

5.2

其在本协议中承担的义务及责任为合法的、有效的、具有约束力的，并可按其条款强制执行；

The obligations and responsibilities of each of the Shareholder and Glory Star in this Agreement are legal, valid, binding and enforceable in accordance with its terms;

5.3

签署和交付本协议或任何股权转让协议以及履行其项下的任何义务，不会：(i) 导致违反任何相关的中国法律；(ii) 与霍尔果斯耀世星辉的公司章程、内部细则或其他组织文件抵触；(iii) 导致违反其订立或对其具有约束力的任何合同或文件，或构成该等合同或文件项下的违约；(iv) 导致违反向其发放的任何证照或许可的任何发放条件和/或持续有效的条件；及 (v) 导致向其发放的任何证照或许可被吊销、没收或附加额外条件；

The execution and delivery of this Agreement or any Share Transfer Agreement(s) and the performance of any obligations under this Agreement or any Share Transfer Agreement(s): (i) do not cause any violation of any applicable PRC laws; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Glory Star; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

5.4

股东对标的股权拥有有效和可出售的所有权。除股权质押协议外，股东未对标的股权设置任何担保权益；

The Shareholder has good and merchantable title to the Target Shares. Except for the Share Pledge Agreement, the Shareholder has not placed any security interest on the Target Shares;

5.5

霍尔果斯耀世星辉对其全部资产拥有有效和可出售的所有权，未对上述资产设置任何担保权益，但已向外资企业披露且已获得外资企业书面同意的担保权益除外；

Glory Star has good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets, except for encumbrance disclosed to the WFOE for which WFOE's written consent has been obtained;

5.6

霍尔果斯耀世星辉无任何尚未偿还的债务，但不包括 (i) 在正常业务过程中发生的债务；和 (ii) 已向外资企业披露且已获得外资企业书面同意的债务；

Glory Star does not have any outstanding debts, except for (i) debts incurred in the ordinary course of business; and (ii) debts disclosed to the WFOE for which WFOE’s written consent has been obtained;

5.7

霍尔果斯耀世星辉已遵守适用的全部中国法律法规。

Glory Star has complied with all applicable PRC laws and regulations.

5.8

如果霍尔果斯耀世星辉应中国法律要求解散或清算，其应在中国法律许可的范围内，并按中国法律允许的最低价格将其所有的资产出售予外资企业或外资企业指定的其他合格主体。霍尔果斯耀世星辉在届时有效的中国法适用范围内豁免外资企业或其指定之合格主体因此而产生的任何支付义务；或任何该交易产生之收益应在届时有效的中国法适用的范围内，作为独家业务合作协议下之服务费之一部分而支付予外资企业或外资企业指定的合格主体；

If Glory Star is dissolved or liquidated as required by PRC law, it shall sell all its assets to the WFOE or other qualified entities designated by the WFOE within the scope as well as at the lowest price permitted by PRC law. Glory Star shall waive any payment obligation arising from aforementioned condition for the WFOE or its designated qualified entity within the scope of applicable PRC law at that time; or any proceeds arising from the transaction shall be pay towards the WFOE or its designated qualified entity as part of the service fee under the Exclusive Business Cooperation Agreement within the scope of applicable PRC law at that time;

5.9

没有悬而未决的或可能发生的与霍尔果斯耀世星辉的股权、资产有关的诉讼、仲裁或行政程序;

No occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Glory Star’s equity or assets;

5.10

In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Glory Star, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Shareholders Commitment Letter issued by the relevant Shareholder will be regard as a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

税务和费用

Taxes and Fees

在编制和签署本协议和股权转让协议，以及完成本协议和股权转让协议拟定的交易过程中，各方应支付依据中国法律征收或发生的全部转让和登记税费、支出和费用。

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

保密

Confidentiality

各方承认，各方就本协议交换的任何口头或书面信息均属于保密信息。每一方应对上述全部信息保密，在未取得其他方的书面同意前，不得向任何第三方披露任何相关信息，但下述情况除外：(a) 该信息已经或将被公众所知（但不是因为接受一方的公开披露导致的）；(b) 按照适用法律、法规或股票交易所的要求披露的；或 (c) 任何一方需要向其法律顾问或财务顾问披露的有关本协议项下拟定交易的信息，且该法律顾问或财务顾问受与本款规定相类似的保密义务的制约。如任何一方聘用的任何职员或代理机构披露保密信息，将被视为该方披露了该保密信息并因此承担违约责任。本款规定将在本协议因任何原因终止后持续有效。

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except under the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or regulations or rules of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, provided that such legal counsel or financial advisor is also bound by confidentiality duties similar to the duties set out in this section. Disclosure of any confidential information by the staff members or agency 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.

转让

Assignment

8.1

未经外资企业事先书面同意，霍尔果斯耀世星辉和股东不得向任何第三方转让各自在本协议项下的任何权利或义务。

Glory Star and the Shareholder shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

8.2

霍尔果斯耀世星辉和股东特此同意，外资企业可以其完全自主判断自行转让其在本协议项下的权利和义务，且仅需向霍尔果斯耀世星辉和股东发出转让本协议下权利义务的书面通知。

Glory Star and the Shareholder hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion, and such assignment shall only be subject to a written notice sent to Glory Star and the Shareholder.

完整协议和协议修改

Entire Agreement and Amendment to Agreement

9.1

本协议及本协议中明确提及或包含的全部约定和/或文件构成有关本协议标的事项的完整约定，并取代此前各方就本协议标的事项达成的全部口头约定、合同、谅解和交流。

This Agreement and all agreements and/or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject matter of this Agreement and shall substitute any and all prior oral agreements, contracts, understandings and communications made by the Parties with respect to the subject matter of this Agreement.

9.2

对本协议的任何修改应以书面方式作出，并仅在本协议各方签署后生效。经各方正式签署的修改协议和补充协议构成本协议的组成部分，并与本协议具有同等法律效力。

Any modification of this Agreement shall be made in a written form and shall only become effective upon execution by all Parties of this Agreement. Modifications and supplements to this Agreements duly executed by the Parties shall be parts of this Agreement and shall have the same legal effect as this Agreement.

9.3

9.4

标的股权转让时，若根据当时有效的中国法律和行政法规有必要修改本协议附件二《股权转让协议》的格式，各方应友好协商依照中国法律和行政法规修改上述格式。

In the event that at the time of the Target Shares transfer, it is necessary to modify the form of the “Share Transfer Agreement” set forth in Schedule 2 attached hereto pursuant to the then effective PRC laws and administrative regulations, the Parties shall make such modifications in good faith in compliance with PRC laws and administrative regulations.

9.5

附件是本协议的必要组成部分，与本协议的其他部分具有同等法律效力。

The Schedules are an integral part of this Agreement and have the same legal effects as the other parts of the Agreement.

10.

管辖法律

Governing Law

本协议依中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

11.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果在任何一方要求其他各方通过协商解决争议后30天之内各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁使用的语言应为中文。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对霍尔果斯耀世星辉之股权或土地资产的救济措施和针对霍尔果斯耀世星辉的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within 30 days after any Party request to settle the dispute, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration. The place of arbitration shall be in Shanghai and the arbitration procedure shall be conducted in Chinese language. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Glory Star and winding up orders against Glory Star. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约、开曼群岛、霍尔果斯耀世星辉的注册成立地（即中国北京）及最终控股股东或霍尔果斯耀世星辉主要资产所在地的法院，对前述目的拥有司法管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC (the registered place of Glory Star) and the courts of the places where the principal assets of Ultimate Controlling Shareholder or Glory Star are located, shall all be deemed to have jurisdiction.

12.

生效日和期限

Effective Date and Term

本协议于文首标明的日期签署并应自该等日期起生效。除非依本协议或各方另行签署的其他协议的规定提前终止，本协议有效期至本协议文首标明之日起第10年止。有效期满后，除非外资企业决定不延长有效期并在有效期届满前30日内书面通知股东和霍尔果斯耀世星辉，上述有效期将无限次延长，每次5年。

This Agreement shall be duly executed and come into effect on the date appearing at the head of this Agreement. Unless terminated earlier in accordance with this Agreement or other agreements entered into among the Parties, this Agreement shall be valid until the tenth year from the date aforementioned. After the expiration of the ten-year period, the validity period shall be extended indefinitely for five years each time, unless the WFOE decides not to extend the period and notify the Shareholder and Glory Star within 30 days before the expiration of the validity period.

13.

终止

Termination

霍尔果斯耀世星辉和股东均无权终止本协议。本协议在以下任何情况下终止，1）外资企业可随时于提前三十(30)天的书面通知霍尔果斯耀世星辉和股东后终止本协议；或2）根据本协议，股东持有的霍尔果斯耀世星辉之股权已全部转让给外资企业和/或其被指定方。

14.

损害和赔偿

Indemnities and Remedies

14.1

14.2

除法律明确规定外，股东及霍尔果斯耀世星辉均无权因外资企业违反合同而终止本协议。

Except as expressly provided by law, the Shareholder and Glory Star will not be entitled to terminate this Agreement due to a breach of contract by the WFOE.

14.3

各方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

15.

通知

Notices

任何一方按本协议规定发出的通知或其他通信应以英文或中文语书写，并可以专人递送、挂号邮寄、邮资预付邮寄、或受承认的专递服务或发送传真的形式发送到有关各方不时指定的收件地址。通知被视为实际到达的日期，应按如下方式确定：(a) 专人递送的通知，专人递送当日即视为已实际送达；(b)用信函发出的通知，则在邮资付讫的航空挂号信寄出日（依邮戳为准）后的第十（10）天，即视为已实际送达，或在送交国际认可的专递服务公司后的第四（4）天，即视为已实际送达；以及(c)用传真发送的通知，在有关文件的传送确认单上所显示的接收时间，即视为已实际送达。

为通知的目的，各方地址如下：

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

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：霍尔果斯耀世星辉文化传媒有限公司

Company: Horgos Glory Star Media Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

姓名：梁显宏

Name: Liang Xianhong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

公司：北京朗玛峰创业投资管理有限公司

Company: Everest Venture Capital Investment Co.,Ltd

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

收件人：李运喜

Recipient: Li Yunxi

任何一方均可按本条条款通过向其他各方发出通知随时更改其通知的收件地址。

Any Party may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

16.

可分割性

Severability

如果本协议项下的任何条款因与有关法律不一致而无效或不可执行，则该条款仅在有关法律的管辖范围之内被视为无效或不可执行，并且本协议其他条款的有效性、合法性和可执行性不受其影响。

17.

继任者

Successor

本协议对各方各自的继任者和该等各方所允许的受让方均具有约束力。

This Agreement is binding on the respective successors of the Parties and the transferees permitted by such parties.

18.

继续有效

Continually Effective

18.1

本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后应继续有效。

Any obligations arising or due under this Agreement prior to the expiration or early termination shall be continually effective after the expiration or early termination.

18.2

第10、11、15条和本第18条的规定在本协议终止后应继续有效。

Section 10, 11, 15 and 18 shall continue to be valid after the termination of this Agreement.

19.

弃权

Waiver

任何一方均可以对本协议的条款和条件作出弃权，但该等弃权必须经书面作出并须经各方签字。任何一方在某种情况下就其他各方的违约所作出的弃权不应被视为该等一方在其他情况下就类似的违约作出弃权。

Any Party may waive the terms and the conditions in this Agreement, but such waiver shall be made in written form and signed by all parties. Waiver to breach of any terms hereunder by one party shall not be deemed as a waiver to similar breach in other circumstances.

20.

文本

Counterparts

本协议正本一式十六(16)份，每方各执一份，其余由外资企业持有。所有原件具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in sixteen originals by all Parties, with each Party holding one original and the WFOE holding the rest. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

21.

语言

Languages

本协议英文和中文文本具有同等法律效力。英文和中文若有不一致，以中文文本为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

霍尔果斯耀世星辉文化传媒有限公司

Horgos Glory Star Media Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature:

/s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature:

/s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature:

/s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature:

/s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature:

/s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature:

/s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature:

/s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature:

/s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature:

/s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature:

/s/ Xiao Jiancong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

梁显宏

Liang Xianhong

签字/Signature:

/s/ Liang Xianhong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京朗玛峰创业投资管理有限公司

Everest Venture Capital Investment Co., Ltd

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

附件一

Schedule 1

霍尔果斯耀世星辉股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	星璀璨 Xing Cui Can¹		2,303,000		43.45	%
2	张兵Zhang Bing		1,737,130		32.78	%
3	张冉 Zhang Ran		150,000		2.83	%
4	陆伽 Lu Jia		150,000		2.83	%
5	林晖Lin Hui		57,143		1.08	%
6	朗玛峰 Everest²		200,000		3.77	%
7	郦韩英 Li Hanying		50,000		0.94	%
8	金晖 Jin Hui		30,000		0.57	%
9	张荣辉 Zhang Ronghui		312,550		5.90	%
10	贺一星 He Yixing		37,500		0.71	%
11	张颖豪 Zhang Yinghao		272,727		5.15	%
合计 Sum			5,300,050		100.00	%

¹ 星璀璨全部股权由张兵（持有53.50%股权），陆伽（持有35.67%股权），张冉（持有10.13%股权），张荣辉（持有0.10%股权），贺一星（持有0.10%股权），林晖（持有星璀璨0.10%股权），金晖（持有0.10%股权），郦韩英（持有0.10%股权），张颖豪（持有0.10%股权）及肖建聪（持有0.10%股权）持有。

² 朗玛峰全部股权由肖建聪（持有99.80%股权）及梁显宏（持有0.20%股权）持有。

Everest's 100% equity interest is collectively held by Xiao Jiancong (99.80%) and Liang Xianhong (0.20%).

附件二
Schedule 2

股权转让协议
Share Transfer Agreement

本股权转让协议（“本协议”）由以下各方在中国北京订立：

This Share Transfer Agreement (this “Agreement”) is entered into in Beijing, China by:

转让方Transferor:：星璀璨国际传媒（北京）有限公司 Xing Cui Can International Media (Beijing) Co., Ltd.

张兵 Zhang Bing

张冉 Zhang Ran

陆伽 Lu Jia

林晖 Lin Hui

北京朗玛峰创业投资管理有限公司 Everest Venture Capital Investment Co., Ltd

郦韩英 Li Hanying

金晖 Jin Hui

张荣辉 Zhang Ronghui

贺一星 He Yixing

张颖豪 Zhang Yinghao

受让方Transferee：耀世星辉新文娱（北京）科技有限公司Glory Star New Media (Beijing) Technology Co., Ltd.

（以上转让方和受让方各称为“一方”，合称为“双方”）。

(Each of Transferor and Transferee, a “Party”, and collectively the “Parties”).

鉴于，转让方、受让方以及霍尔果斯耀世星辉已于年月日签订独家购股权协议，由转让方授予受让方一项购买转让方所持有的全部或部分霍尔果斯耀世星辉股权的不可撤销的、专有的选择权（“独家购股权协议”）；

WHEREAS, the Transferor, the Transferee and Glory Star entered into an Exclusive Option Agreement dated on ___________, _____, in which the Transferor agreed to grant the Transferee an irrevocable and exclusive option to purchase all or part of the shares held by the Transferor in Glory Star (the “Exclusive Option Agreement”).

双方现就股权转让约定如下：

NOW, the Parties agree as follows concerning the share transfer:

拟转让的股权

Target Shares

1.1

转让方同意将所持有的霍尔果斯耀世星辉_____%股权转让给受让方，受让方同意受让上述股权。

The Transferor agrees to transfer to the transferee_____ % of shares of Glory Star held by the Transferor, and the Transferee agrees to accept said shares.

1.2

转让方在此放弃、且同意促成放弃，在适用的中国法律、公司章程或其他规定下可能对股权转让存在任何限制的优先权。

The Transferor hereby waives and agree to facilitate to waive any pre-emption rights that may constitute any impediment on the equity transfer under applicable PRC laws, Articles of Association and other agreements.

价格及支付方式

Price and Payment

2.1

转让股权的转让总价为__________________人民币。

The total transfer price for the target shares is RMB ______.

2.2

受让方支付的股权价格，应在转让股权正式转让至受让方名下之日（即公司换发新的企业营业执照之日）起两个月内，以人民币现汇至转让方指定帐户。

The transfer price paid by the Transferee shall be remitted to the designated account of the Transferor in RMB within two months from the date of the transfer of shares to the Transferee (namely, the date of the issuance of renewed business license).

责任和义务

Responsibilities and Obligations

3.1

转让方责任和义务

The Transferor’s Responsibilities and Obligations

(a)

除履行购买权协议和股权质押协议外，转让方保证其向受让方转让的股权之上不存在任何第三方权益，且附带有在本协议日期的所有权利、收益、股息及权益，无法律瑕疵，可以对抗任何第三人。

In addition to performing the Exclusive Option Agreement and Share Pledge Agreement, the Transferor warrants that there is no interest of any third party in the share transferred to the transferee, and all the rights, benefits, dividends and interests that attached to the share at the date of this Agreement have no legal flaws and are defensible against any third party’s claim.

(b)

转让方在本协议日期之后的30日以内，将办理、并/或促使公司办理向中国有关部门申请本次股权转让之审批及变更登记等有关手续，以使本协议拟定的股权变更生效（若适用）。转让方将尽最大的努力尽快办理并在尽可能短的时间内获得这样的批准和登记。

Within 30 days after the date of this Agreement, the Transferor shall complete, and/or prompt to obtain the approval/complete the filings regarding the share transfer contemplated hereof required by the relevant PRC authorities so as to make the share transfer proposed in this Agreement in effect(if applicable). The transferor shall make his best commercial effort to get the approval and fulfil the registration within the shortest possible time.

3.2

受让方责任和义务

The Transferee’s Responsibilities and Obligations

(a)

按照本协议第2条之规定向转让方足额支付价款。

The Transferee shall pay the Transferor the Transfer Price in full amount pursuant to Section 2 in this Agreement.

(b)

向转让方提供办理第3.1(b)条中提到的本次股权转让手续的合理协助。

The Transferee shall provide the Transferor with reasonable assistance that when the Transferor complete the share transfer formalities pursuant to Section 3.1(b) in this Agreement.

损害和赔偿

Indemnities and Remedies

如一方违反本协议，则该方应就违反本协议而给另一方造成的损失、损害、责任、被索赔损失等（“损失”）依照另一方的要求立即予以赔偿，但如果另一方遭受的损失系由于该方或该方的董事、管理人员、雇员或者代理自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对另一方予以赔偿。

Any Party shall forthwith on demand indemnify the other Party against any claim, loss, liability or damage (“Loss”) incurred as a consequence of any breach by such Party of this Agreement provided that no Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of such other Party or its directors, officers, employees, or agents.

保密

Confidentiality

各方承认，各方就本协议交换的任何口头或书面信息均属于保密信息。每一方应对上述全部信息保密，在未取得另一方的书面同意前，不得向任何第三方披露任何相关信息，但下述情况除外：(a) 该信息已经或将被公众所知（但不是因为接受一方的公开披露导致的）；(b) 按照适用法律、法规或股票交易所的要求披露的；或 (c) 任何一方需要向其法律顾问或财务顾问披露的有关本协议项下拟定交易的信息，且该法律顾问或财务顾问受与本款规定相类似的保密义务的制约。如任何一方聘用的任何职员或代理机构披露保密信息，将被视为该方披露了该保密信息并因此承担违约责任。本款规定将在本协议因任何原因终止后持续有效。

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of the other Party, it shall not disclose any relevant information to any third parties, except under the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or regulations or rules of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, provided that such legal counsel or financial advisor is also bound by confidentiality duties similar to the duties set out in this section. Disclosure of any confidential information by the staff members or agency 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.

管辖法律和争议解决

Governing Law and Dispute Resolution

6.1

本协议依中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

6.2

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果在任何一方要求通过协商解决争议后30天之内双方未能就该等争议的解决达成一致，则任何一方均可将有关争议提交给上海国际经济贸易仲裁委员会，由该会按照其届时有效的仲裁规则仲裁解决。仲裁应在上海进行，仲裁使用的语言应为中文。仲裁裁决应是终局性的并对双方均有约束力。

6.3

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of Beijing (the registered place of Glory Star) and the courts of the places where the principal assets of the Ultimate Controlling Shareholder or Glory Star are located, shall all be deemed to have jurisdiction.

费用

Fees

一切与本协议有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等由转让方、受让方各自承担各自应当承担的部分。

Each Party shall pay its own costs and disbursements of and incidental to this Agreement, including legal fee, cost of production, Stamp duty and any other taxes and fees.

可分割性

Severability

协议的修改补充

Amendment and Supplement to Agreement

双方应以书面协议方式对本协议做出修改和补充。经过双方适当签字的有关本协议的修改和补充是本协议的组成部分，具有与本协议同等的法律效力。

Any modification or supplement of this Agreement shall be made in a written form. Modifications and supplements to this Agreements duly executed by the Parties shall be parts of this Agreement and shall have the same legal effect as this Agreement.

10.

其它

Miscellaneous

10.1

本协议正本一式____份，双方各持1份，具有同等的法律效力。

This Agreement shall be executed in ____ originals by all Parties, with each Party holding one original. All originals shall have the same legal effect.

10.2

本协议自双方签字盖章之日起生效。

This Agreement shall come into effect immediately after all Parties put their signatures and seals on.

Exhibit 99(A)(5)(h)

股权质押协议

SHARE PLEDGE AGREEMENT

本股权质押协议（“本协议”）由以下各方于 2019 年 9 月 16 日在_____订立：

This Share Pledge Agreement (this “Agreement”) is entered into as of September 16, 2019 by and among the following parties:

(1)

耀世星辉新文娱（北京）科技有限公司（“外资企业”），一家根据中华人民共和国（“中国”）法律在中国北京注册成立的外商独资企业, 地址为北京市顺义区高丽营镇文化营村北(临空二路1号科技创新功能区)。外资企业的股权由Glory Star New Media Group Limited（“最终控股股东”），一家在开曼群岛获豁免的有限责任公司，最终实益持有100%；

Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China” or “PRC”), under the PRC laws; its address is North of Cultural Camp Village, Gaoliying Town, Shunyi District, Beijing (Science and Technology Innovation Zone, No.1 Linkong Second Road). WFOE’s equity is ultimately beneficially held 100% by Glory Star New Media Group Limited (the “Ultimate Controlling Shareholder”), a limited liability company exempted in the Cayman Islands;

(2)

(3)

星璀璨国际传媒（北京）有限公司(“星璀璨”)，一家根据中国法律在中国北京注册成立的内资公司, 地址为北京市朝阳区光华路5号院3号楼2层201内19室（“股东一”）；

张兵，一名中国公民，身份证号为430104196710302635（“股东二”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder B”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东三”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder C”);

张冉，一名中国公民，身份证号为110108198006286344（“股东四”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder D”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东五”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder E”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东六”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder F”);

林晖，一名中国公民，身份证号为310110196801157015（“股东七”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder G”);

金晖，一名中国公民，身份证号为31010919680401521X（“股东八”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder H”);

郦韩英，一名中国公民，身份证号为330625197107244426（“股东九”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder I”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东十”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder J”);

肖建聪，一名中国公民，身份证号为142623198012123419（“股东十一”）；

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder K”)；

梁显宏，一名中国公民，身份证号为412727197804076552（“股东十二”）；

Liang Xianhong, a PRC resident (ID No.: 412727197804076552)(the “Shareholder L”);

Everest Venture Capital Investment Co., Ltd. (the “Everest”), a domestic company registered in Beijing, China, under the PRC laws; its address is Room 1818, 18^th Floor, No.58 West North Fourth Ring Road, Haidian District, Beijing (the “Shareholder M”, and together with the shareholders aforementioned, the “Shareholder”).

（以上外资企业、霍尔果斯耀世星辉和股东单独称为“一方”，合称为“各方”）。

(Each of WFOE, Glory Star and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(A)

鉴于，直接股东直接持有霍尔果斯耀世星辉100%的股权（霍尔果斯耀世星辉的具体股东持股情况详见附件）, 其中，星璀璨、张兵、陆伽、张冉、金晖、郦韩英和朗玛峰为霍尔果斯耀世星辉工商登记在册的股东，霍尔果斯耀世星辉尚未就贺一星、张荣辉、林晖、张颖豪成为霍尔果斯耀世星辉股东事宜办理工商变更登记。个人股东直接持有或间接通过星璀璨和朗玛峰持有霍尔果斯耀世星辉权益；

WHEREAS, the Direct Shareholder directly holds 100% shares in Glory Star (see the attachment hereto for details of specific holdings for the Shareholder of Glory Star), among which Shareholder A, Shareholder B, Shareholder C, Shareholder D, Shareholder H, Shareholder I and Shareholder M have filed with Market Supervision Administration Authority for being the shareholders of Glory Star while Shareholder E, Shareholder F, Shareholder G and Shareholder J have not yet accomplished such filings. Individual Shareholder directly or indirectly holds interests in Glory Star through either Xing Cui Can or Everest;

(B)

鉴于，外资企业和霍尔果斯耀世星辉已于 2019 年 9 月 16 日签署了一份独家服务总协议（“服务协议”）；

WHEREAS, the WFOE and Glory Star entered into a Master Exclusive Service agreement dated September 16, 2019 (the “Service Agreement”) ;

(C)

鉴于，外资企业、霍尔果斯耀世星辉和股东于 2019 年 9 月 16 日签署了一份业务合作协议（“业务合作协议”）；

WHEREAS, the WFOE, Glory Star and the Shareholder entered into a business cooperation agreement dated September 16, 2019 (the “Business Cooperation Agreement”);

(D)

鉴于，外资企业、霍尔果斯耀世星辉和股东于 2019 年 9 月 16 日签署了一份独家购股权协议（“独家购股权协议”，与服务协议和业务合作协议以及由股东、霍尔果斯耀世星辉以及外资企业不时签订的各协议一同合称为“主协议”）；

WHEREAS, the WFOE, Glory Star and the Shareholder entered into an Exclusive Option Agreement dated September 16, 2019 (the “Exclusive Option Agreement”, together with the Service Agreement and the Business Cooperation Agreement and the agreements to be executed among the Shareholder, Glory Star and the WFOE from time to time, the “Principal Agreements”);

(E)

(F)

鉴于，外资企业要求股东无条件和不可撤销地将其持有的霍尔果斯耀世星辉100%股权质押给外资企业，作为对股东、霍尔果斯耀世星辉履行主协议项下义务的担保，且股东同意提供该担保。

WHEREAS, the WFOE requests the Shareholder to pledge 100% shares of Glory Star he or she owns to the WFOE unconditionally and irrevocably, as security for the performance of the obligations by the Shareholder and Glory Star under the Principal Agreements, and the Shareholder agrees to provide such security.

(G)

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，各方愿意受其法律约束，并达成如下约定：

协议

AGREEMENT

主协议

Principal Agreements

本协议各方认可并确认，本协议项下质押担保的主协议包括服务协议、业务合作协议、独家购股权协议，以及由股东、霍尔果斯耀世星辉以及外资企业不时签订的各协议。

All Parties hereto acknowledge and confirm that the Principal Agreements for which the security of pledge is provided hereunder include the Service Agreement, the Business Cooperation Agreement, the Exclusive Option Agreement and the agreements to be executed among the Shareholder, Glory Star and the WFOE from time to time.

质押

The Pledge

股东同意无条件和不可撤销地将其持有的霍尔果斯耀世星辉全部股权质押给外资企业（“质押股权”），作为对股东、霍尔果斯耀世星辉履行主协议项下义务的担保（“质押”）。

The Shareholder agrees to pledge all of the shares of Glory Star that he or she owns (the "Pledged Shares") to the WFOE unconditionally and irrevocably, as a security for the performance of the obligations by the Shareholder and Glory Star under the Principal Agreements (the “Pledge”).

质押范围

The Scope of Pledge

本协议项下的质押所担保的范围包括股东、霍尔果斯耀世星辉在主协议下的全部欠款、义务和债务、为行使债权人权利和质押而发生的费用、外资企业因股东和/或霍尔果斯耀世星辉的任何违约事件（定义见第8.1条）而遭受的全部直接、间接、衍生损失和可预计利益的丧失（该等损失的金额的依据包括但不限于外资企业合理的商业计划和盈利预测、霍尔果斯耀世星辉在服务协议项下应支付的服务费用）和任何其他相关费用（“担保债务”）。为避免疑义，质押的范围不受股东出资金额的限制。

The Pledge under this Agreement shall cover all indebtedness, obligations and liabilities of the Shareholder and Glory Star under the Principal Agreements, any fees for exercising the creditor's rights and the Pledge, all the direct, indirect and derivative losses and losses of anticipated profits, suffered by the WFOE, incurred as a result of any Event of Default (as defined in Section 8.1) (the amount of such loss shall be calculated in accordance with the reasonable business plan and profit forecast of the WFOE and the service fees payable to the WFOE under the Service Agreement, among other factors) and any other related expenses (the “Secured Indebtedness”). For the avoidance of doubt, the scope of the Pledge shall not be limited by the amount of the Shareholder’s capital contribution.

质押期限

The Term of Pledge

4.1

质押持续有效，直至主协议被履行完毕且令外资企业满意，或直至所有主协议有效期已经届满或已经终止，以发生时间较晚的为准。

The Pledge shall be continuously valid until the Principal Agreements have been fulfilled to the satisfaction of the WFOE or all of the Principal Agreements have expired or been terminated, whichever is the latest.

4.2

在质押有效期内，如果股东或霍尔果斯耀世星辉未能履行主协议项下各自的义务，外资企业有权根据本协议规定处置全部或部分质押股权。

During the term of the Pledge, in the event that either the Shareholder or Glory Star fails to perform any of their respective obligations under the Principal Agreements, the WFOE shall have the right to dispose of the Pledged Shares entirely or partially in accordance with the provisions of this Agreement.

4.3

外资企业有权收取质押股权在质押期间内产生的股息。

The WFOE shall have the right to collect dividends generated by the Pledged Shares during the term of the Pledge.

登记

Registration

5.1

霍尔果斯耀世星辉应(1)在本协议签署之日，在霍尔果斯耀世星辉股东名册中登记质押，并向外资企业提供该股东名册，且(2)在本协议签署后尽可能最短的时间内（在任何情况下均不得迟于本协议签署日后第20天），向市场监督管理主管部门（“市场监管局”）提交质押登记申请，及取得相关的证明文件。股东和霍尔果斯耀世星辉应提交和完成中国法律、法规和相关市场监管局要求的所有文件和程序，以确保向市场监管局提交质押后尽快完成相关登记程序。

Glory Star shall (1) on the date of execution of this Agreement, record the Pledge in the shareholders’ register of Glory Star and provide the shareholders’ register to the WFOE, and (2) submit an application to the Market Supervision Administration Authority (the “MSB”) for the registration of the Pledge as soon as practicable following the execution of this Agreement (under no circumstances shall be later than the 20^th day after the signing date of this Agreement) and obtain evidencing documents of such registration. The Shareholder and Glory Star shall submit all necessary documents and complete all necessary procedures, as required by PRC laws and regulations and the MSB, to ensure that the Pledge shall be registered with the MSB as soon as possible after filing.

5.2

不限于本协议中的任何规定，在质押期间，霍尔果斯耀世星辉的股东名册原件应由外资企业或其指定人保管。

Without limitation to any provision of this Agreement, during the term of the Pledge, the original shareholders’ register of Glory Star shall be in the custody of the WFOE or its designated person.

5.3

如获外资企业事先同意，股东可以增加对霍尔果斯耀世星辉的出资，但前提是股东对霍尔果斯耀世星辉的任何出资都要受本协议规定之约束。霍尔果斯耀世星辉应根据本第5条规定立即变更其股东名册，并于五个工作日内向市场监管局进行质押的变更登记。

With the prior consent of the WFOE, the Shareholder may increase her capital contribution to Glory Star, provided that any capital contribution by the Shareholder to Glory Star shall be subject to this Agreement. Glory Star shall immediately amend the shareholders’ register and register the change to the Pledge with the MSB pursuant to the provisions in this Section 5 within five working days.

股东的声明和保证

The Shareholder’s Representations and Warranties

股东特此向外资企业陈述和保证：

The Shareholder hereby represents and warrants to the WFOE that:

6.1

股东是质押股权的唯一合法所有人。

The Shareholder is the sole legal owner of the Pledged Shares.

6.2

除本协议项下的质押以外，股东没有在质押股权上设置任何担保权益或其他权利负担。

Except for the Pledge, the Shareholder has not placed any security interest or other encumbrance on the Pledged Shares.

6.3

股东和霍尔果斯耀世星辉已经取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议。

The Shareholder and Glory Star have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for the execution, delivery and performance of this Agreement.

6.4

本协议的签署、交付和履行均不会：1）导致违反任何有关的中国法律；2）与其章程或其他组织文件相抵触（如适用）；3）导致违反其是一方或对其有约束力的任何合同或文件，或构成其是一方或对其有约束力的任何合同或文件项下的违约；4）导致违反有关向任何一方颁发的任何许可或批准的授予和(或)继续有效的任何条件；或5）导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件。

The execution, delivery and performance of this Agreement will not: i) violate any relevant PRC laws; ii) conflict with its articles of association or other constitutional documents (if applicable); iii) result in any breach of or constitute any default under any contract or instrument to which it is a party or by which it is otherwise bound; iv) result in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or v) cause any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.

股东的承诺和进一步保证

The Shareholder’s Covenants and Further Assurance

7.1

股东在此向外资企业承诺，在本协议有效期内，股东：

The Shareholder hereby covenants to the WFOE, that during the term of this Agreement, the Shareholder shall:

7.1.1

如未获外资企业事先书面同意，不得转让质押股权，或在质押股权上设置或允许设置任何担保权益或其他权利负担，或以其他任何方式处置质押股权，但为履行独家购股权协议的除外；

without the WFOE's prior written consent, not transfer the Pledged Shares, establish or permit the existence of any security interest or other encumbrance on the Pledged Shares, or dispose of the Pledged Shares by any other means, except by the performance of the Exclusive Option Agreement;

7.1.2

遵守适用于质押的所有相关法律法规的规定，在收到相关监管机构就质押发出或起草的任何通知、命令或建议的五(5)个工作日内，向外资企业提交该通知、命令或建议，并遵守前述通知、命令或建议，或应外资企业合理要求或获外资企业同意后，就上述事宜主张权利或提起申诉；

comply with the provisions of all laws and regulations applicable to the Pledge, and within five (5) working days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to the WFOE, and shall comply with the aforementioned notice, order or recommendation or submit claims and appeals with respect to the aforementioned matters upon the WFOE’s reasonable request or upon consent of the WFOE;

7.1.3

知晓或收到相关事件或通知且该事件或通知可能会对外资企业就质押股权享有的权利或股东在本协议项下的其他义务产生影响, 股东应立即告知外资企业；

promptly notify the WFOE of any event or notice received by the Shareholder that may have an impact on the WFOE’s rights to the Pledged Shares or any portion thereof or other obligations of the Shareholder arising out of this Agreement;

7.1.4

在任何股东发生死亡，丧失行为能力或发生其他可能影响其持有或行使其持有的霍尔果斯耀世星辉的股权的情况下，相关股东的（i）任意继承人或（ii）根据该等股东签署的《个人股东承诺函》由外资企业指定的自然人或法人（“指定受让人”）将被视为本协议的签署一方，承担相关在本协议下的所有权利和义务。如发生任何继承或《个人股东承诺函》项下的股权转让，股东将办理一切必要的手续并采取一切必要的行动以促使该等股权转让获取所需的政府审批（如适用）。

In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Glory Star, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Individual Shareholders Commitment Letter issued by the relevant Shareholder will be regard as the a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Individual Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

7.2

股东同意:

The Shareholder agrees that:

7.2.1

外资企业依据本协议获得的与质押相关的权利，不得由霍尔果斯耀世星辉、股东、股东的承继人或代表、或任何其他人（合称，“相关人员”）通过任何法律程序中断或妨害;

The rights acquired by the WFOE in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Glory Star, the Shareholder or any heirs or representatives of the Shareholder or any other persons (collectively, the “Relevant Persons”) through any legal proceedings;

7.2.2

未经外资企业事先书面同意，相关人员不会通过任何形式补充、变更或修改霍尔果斯耀世星辉的公司章程和内部细则，不会增减霍尔果斯耀世星辉的注册资本，也不会通过其他方式变更霍尔果斯耀世星辉的注册资本结构；

Without the prior written consent of the WFOE, the Relevant Persons shall not in any manner supplement, change or amend the articles of association and bylaws of Glory Star, increase or decrease its registered capital, or change the structure of its registered capital in other manners;

7.2.3

未经外资企业事先书面同意，相关人员不会在本协议签署后通过任何方式出售、转让、抵押或处置霍尔果斯耀世星辉的任何资产或霍尔果斯耀世星辉业务或收入中的法定或受益权益，也不会允许设置任何相关的担保权益；

Without the prior written consent of the WFOE, the Relevant Persons shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Glory Star or legal or beneficial interest in the business or revenues of Glory Star, or allow the encumbrance thereon of any security interest;

7.2.4

未经外资企业事先书面同意，相关人员应确保霍尔果斯耀世星辉不会通过任何方式向股东分配股息、作出财产分配、减少资本、启动清算程序或以其他任何形式作出分配。任何分配（包括但不限于分配的资产或清算中的剩余财产）均应视为质押的一部分；或

Without the prior written consent of the WFOE, the Relevant Persons shall ensure that Glory Star shall not in any manner distribute dividends to its shareholder, make asset distributions or reduce its capital or initiate liquidation procedures or make any other distributions. Any distributions, including without limitation, the distributed assets or the residual assets in liquidation shall be deemed as part of the Pledge; or

7.2.5

股东就于本协议生效前股东之间关于限制霍尔果斯耀世星辉股权转让的相关条款或安排，关于霍尔果斯耀世星辉新增股本及股权转让的优先认购权及优先购买权的相关条款或安排以及任何与霍尔果斯耀世星辉股权处置相关的权利（如有）(合称“原限制性条款和优先权”)不存在任何争议；本协议生效后，股东就原限制性条款和优先权的相关一切权利义务自行消灭，股东不得再以任何形式就原限制性条款和优先权主张履行、违约等相关责任。

There is no dispute among Shareholder regarding the agreement or arrangement which be reached before the execution of this Agreement on the restriction on transfer of shares of Glory Star, the pre-emptive right for increasing capital or transfer of shares of Glory Star, and any rights relating to the disposal of shares of Glory Star (if any) (collectively the “Original Restrictive terms and Pre-emptive right”); with the execution of this Agreement, all rights and obligations arising out of from Original Restrictive terms and Pre-emptive right shall eliminate. Shareholder shall no longer claim for performance, breach of contract, etc. in any form according to Original Restrictive terms and Pre-emptive right.

7.3

为保护或完善本协议对主协议款项支付所设的担保权益，股东特此承诺将诚信签署、并促使与质押有关的其他方签署外资企业要求的全部证明、协议、契约和/或承诺。股东还承诺采取、并促使与质押有关的其他方采取外资企业为行使本协议赋予其的权利和权力而要求的行动，并与外资企业或其指定人签署与质押股权所有权相关的所有文件。股东承诺在合理时间内向外资企业提供外资企业要求的与质押相关的全部通知、命令和决定。

To protect or perfect the security interest granted by this Agreement for payments under the Principal Agreements, the Shareholder hereby undertakes to execute in good faith and to cause other parties who have interests in the Pledge to execute all certificates, agreements, deeds and/or covenants required by the WFOE. The Shareholder also undertakes to perform and to cause other parties who have interests in the Pledge to perform actions required by the WFOE, to facilitate the exercise by the WFOE of its rights and authority granted thereto by this Agreement, and to execute all relevant documents regarding ownership of the Pledged Shares with the WFOE or its designee(s). The Shareholder undertakes to provide the WFOE within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by the WFOE.

7.4

股东特此承诺遵守并履行本协议下的所有保证、承诺、约定、陈述和条件。如果未能履行或仅部分履行上述保证、承诺、约定、陈述和条件，股东应向外资企业赔偿因此导致的全部损失。

The Shareholder hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure to perform all or part of such guarantees, promises, agreements, representations and conditions, the Shareholder shall indemnify the WFOE for all losses resulting therefrom.

行使质权

Exercise of Pledge

8.1

以下事件将构成本协议下的违约事件（“违约事件”）（违约事件将被视为“持续”，除非已被补救或豁免）：

Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived):

(i)

股东、霍尔果斯耀世星辉在本协议或任何主协议下作出的任何陈述、保证或声明在任何方面不真实、不完整或不准确；或，股东、霍尔果斯耀世星辉违反或未能履行本协议或任何主协议下的任何义务、或未能遵守本协议或任何主协议下的任何承诺；或

any statement, warranty or representation made by the Shareholder or Glory Star under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Shareholder or Glory Star breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any of the Principal Agreements; or

(ii)

股东、霍尔果斯耀世星辉在本协议或任何主协议下的一项或多项义务被视为不合法或者无效。

any or more of the obligations of the Shareholder or Glory Star under this Agreement or any of the Principal Agreements are deemed as unlawful or void.

8.2

一旦发生违约事件以及在违约事件持续的过程中，外资企业有权要求股东立即支付霍尔果斯耀世星辉在服务协议项下之所有未偿款项、偿还任何贷款及支付所有其他应付款项，及外资企业有权根据相关有效中国法律行使被担保方的所有权利（包括《中华人民共和国担保法》和《中华人民共和国物权法》中的规定），这些权利包括但不限于：

Upon the occurrence and during the continuance of an Event of Default, the WFOE shall have the right to require the Shareholder to immediately pay any amount payable by Glory Star under the Service Agreement, repay any loans and pay any other due payments, and the WFOE shall have the right to exercise all such rights as a secured party under any applicable PRC laws, including the Guarantee Law of the People's Republic of China and the Property Law of the People's Republic of China, as in effect from time to time, including without limitations:

(i)

通过向质押人提前三(3)天发出书面通知，在一个或多个公开或私有交易场合出售部分或全部质押股权，且该等出售可以是以现金、信用交易或未来交付的方式进行；或

to sell all or any part of the Pledged Shares at one or more public or private sales upon three (3) days’ prior written notice to the pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery; or

(ii)

以通过参考质押物的市场价格所确定的货币价值，与股东签署协议购买质押股权。

to execute an agreement with the Shareholder to acquire the Pledged Shares based on its monetary value which shall be determined by referencing the market price of the pledged property.

8.3

如外资企业要求，股东和霍尔果斯耀世星辉应采取所有合法和适当的行动，保证外资企业行使其质押权利。就前述而言，股东和霍尔果斯耀世星辉应按外资企业合理要求，签署所有文件和材料及采取所有措施和行动。

The Shareholder and Glory Star, at the request of the WFOE, shall take all lawful and appropriate actions to secure the WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Shareholder and Glory Star shall sign all the documents and materials and carry out all measures and take all actions reasonably required by the WFOE.

转让

Assignment

9.1

未获外资企业事先书面同意，霍尔果斯耀世星辉和股东不得向任何第三方转让其各自在本协议项下的任何权利和义务。

Glory Star and the Shareholder shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

9.2

霍尔果斯耀世星辉和股东特此同意，外资企业可以其完全自主判断自行转让其在本协议项下的权利和义务, 且仅需向霍尔果斯耀世星辉和股东发出书面通知。

Glory Star and the Shareholder hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide, at its sole discretion, and such transfer shall only be subject to a written notice sent to Glory Star and the Shareholder.

10.

保密

Confidentiality

11.

完整协议和协议修改

Entire Agreement and Amendment to Agreement

11.1

本协议及本协议中明确提到或包含的全部约定和/或文件，构成关于本协议标的事项的完整协议，取代各方先前就本协议标的事项达成的所有口头约定、合同、谅解和交流。

11.2

对本协议的任何修改应以书面方式作出，并仅在本协议各方签字后生效。经各方正式签署的修改协议或补充协议构成本协议的组成部分，与本协议具有同等法律效力。

11.3

本协议签署后，如市场监管局另有要求的，各方应根据申报需要，签署股权质押协议等相关法律文件，专门用于办理公司本次股权质押之登记手续。报送市场监督主管部门之股权质押协议中的未约定事项或与本协议约定不一致之处，应以本协议之约定为准。

After the execution of this Agreement, if otherwise required by the MSB, the parties shall, based on application requirements, issue and execute the share pledge agreement and other required legal documents for the registration of the share pledge. In case of any unmentioned issues or any inconsistency between the share pledge agreement submitted to the MSB and this Agreement, this Agreement shall prevail.

11.4

12.

管辖法律

Governing Law

本协议受中国法律管辖且据其进行解释。

This Agreement shall be construed in accordance with and governed by the PRC laws.

13.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果在任何一方要求通过协商解决争议后30天之内各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁使用的语言应为中文。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对霍尔果斯耀世星辉之股权或土地资产的救济措施和针对霍尔果斯耀世星辉的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within 30 days after any Party request to settle the dispute, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration. The place of arbitration shall be in Shanghai and the arbitration procedure shall be conducted in Chinese language. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Glory Star and winding up orders against Glory Star. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约、开曼群岛、公司的注册成立地（即中国北京）及最终控股股东或公司主要资产所在地的法院均应被视为具有管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC (the registered place of Glory Star) and the courts of the places where the principal assets of the Ultimate Controlling Shareholder or Glory Star are located, shall all be deemed to have jurisdiction.

14.

生效日和期限

Effective Date and Term

14.1

本协议应于文首所载日期签署并于股权质押记载于霍尔果斯耀世星辉股东名册之日起生效。

This Agreement shall be duly executed as of the date first set forth above and shall take effect as of the date when the Pledge is registered in the Glory Star’s Register of Shareholders.

14.2

本协议在质押存续期间持续有效。

This Agreement shall remain effective as long as the Pledge exists.

15.

通知

Notices

为通知的目的，各方地址如下：

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

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：霍尔果斯耀世星辉文化传媒有限公司

Company: Horgos Glory Star Media Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

姓名：梁显宏

Name: Liang Xianhong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

公司：北京朗玛峰创业投资管理有限公司

Company: Everest Venture Capital Investment Co.,Ltd

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

收件人：李运喜

Recipient: Li Yunxi

任何一方均可按本条条款通过向其他各方发出通知随时更改其通知的收件地址。

Any one of the Parties may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

16.

可分割性

Severability

17.

继任者

Successor

本协议对各方各自的继任者和该等各方所允许的受让方均具有约束力。

This Agreement is binding on the respective successors of the Parties and the transferees permitted by such parties.

18.

继续有效

Continually Effective

18.1

本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后应继续有效。

Any obligations arising or due under this Agreement prior to the expiration or early termination shall be continually effective after the expiration or early termination.

18.2

第12、13、15条和本第18条的规定在本协议终止后应继续有效。

Section 12, 13, 15 and 18 shall continue to be valid after the termination of this Agreement.

19.

弃权

Waiver

20.

文本

Counterparts

本协议由协议各方签署十六份原件，各方各执一份，其余由外资企业持有，所有原件具有同等法律效力。本协议可以一份或多份副本方式签署。

This Agreement shall be executed in sixteen originals by all Parties, with each Party holding one original and the WFOE holding the remaining ones. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

21.

语言

Languages

本协议英文和中文文本具有同等法律效力。若英文和中文文本有不一致，以中文为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

霍尔果斯耀世星辉文化传媒有限公司

Horgos Glory Star Media Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature:

/s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature:

/s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature:

/s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature:

/s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature:

/s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature:

/s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature:

/s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature:

/s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature:

/s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature:

/s/ Xiao Jiancong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

梁显宏

Liang Xianhong

签字/Signature:

/s/ Liang Xianhong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京朗玛峰创业投资管理有限公司

Everest Venture Capital Investment Co., Ltd

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

附件

Schedule

霍尔果斯耀世星辉股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	星璀璨Xing Cui Can¹		2,303,000		43.45	%
2	张兵Zhang Bing		1,737,130		32.78	%
3	张冉 Zhang Ran		150,000		2.83	%
4	陆伽 Lu Jia		150,000		2.83	%
5	林晖Lin Hui		57,143		1.08	%
6	朗玛峰Everest²		200,000		3.77	%
7	郦韩英 Li Hanying		50,000		0.94	%
8	金晖 Jin Hui		30,000		0.57	%
9	张荣辉 Zhang Ronghui		312,550		5.90	%
10	贺一星 He Yixing		37,500		0.71	%
11	张颖豪 Zhang Yinghao		272,727		5.15	%
合计 Sum			5,300,050		100.00	%

² 朗玛峰全部股权由肖建聪（持有99.80%股权）及梁显宏（持有0.20%股权）持有。

Everest's 100% equity interest is collectively held by Xiao Jiancong (99.80%) and Liang Xianhong (0.20%).

Exhibit 99(a)(5)(i)

委托协议及授权委托书

Proxy Agreement and Power of Attorney

本委托协议及授权委托书（“本协议”）于 2019 年 9 月 16 日由以下各方于____订立：

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:

(1)

耀世星辉新文娱（北京）科技有限公司（“外资企业”），一家根据中华人民共和国（“中国”）法律在中国北京注册成立的外商独资企业，地址为北京市顺义区高丽营镇文化营村北(临空二路1号科技创新功能区)。外资企业的股权由Glory Star New Media Group Limited（“最终控股股东”），一家在开曼群岛获豁免的有限责任公司，最终实益持有100%；

(2)

(3)

星璀璨国际传媒（北京）有限公司(“星璀璨”)，一家根据中国法律在中国北京注册成立的内资公司，地址为北京市朝阳区光华路5号院3号楼2层201内19室（“股东一”）；

Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”), a domestic company registered in Beijing, China, under the PRC laws；its address is Room 19 inside 201, 2^nd Floor, Building 3, No.5 Guanghua Road, Chaoyang District, Beijing (the “Shareholder A”);

张兵，一名中国公民，身份证号为430104196710302635（“股东二”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder B”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东三”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder C”);

张冉，一名中国公民，身份证号为110108198006286344（“股东四”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder D”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东五”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder E”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东六”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder F”);

林晖，一名中国公民，身份证号为310110196801157015（“股东七”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder G”);

金晖，一名中国公民，身份证号为31010919680401521X（“股东八”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder H”);

郦韩英，一名中国公民，身份证号为330625197107244426（“股东九”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder I”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东十”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder J”);

肖建聪，一名中国公民，身份证号为142623198012123419（“股东十一”，与股东一、股东二、股东三、股东四、股东五、股东六、股东七、股东八和股东九合称为“股东”）。

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder K”);

梁显宏，一名中国公民，身份证号为412727197804076552（“股东十二”）；

Liang Xianhong, a PRC resident (ID No.: 412727197804076552)(the “Shareholder L”);

Everest Venture Capital Investment Co., Ltd. (the “Everest”), a domestic company registered in Beijing, China, under the PRC laws; its address is Room 1818, 18^th Floor, No.58 West North Fourth Ring Road, Haidian District, Beijing (the “Shareholder M”, and together with the shareholders aforementioned, the “Shareholder”).

（以上外资企业、霍尔果斯耀世星辉和股东单独称为“一方”，合称为“各方”）。

(Each of WFOE, Glory Star and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(A)

鉴于，直接股东直接持有霍尔果斯耀世星辉100%的股权（霍尔果斯耀世星辉的具体股东持股情况详见附件一）, 其中，星璀璨、张兵、陆伽、张冉、金晖、郦韩英和朗玛峰为霍尔果斯耀世星辉工商登记在册的股东，霍尔果斯耀世星辉尚未就贺一星、张荣辉、林晖、张颖豪成为霍尔果斯耀世星辉股东事宜办理工商变更登记。个人股东直接持有或间接通过星璀璨和朗玛峰持有霍尔果斯耀世星辉权益；

(B)

鉴于，外资企业、霍尔果斯耀世星辉、股东之间订立了一系列包括独家服务总协议、业务合作协议、独家购股权协议和股权质押协议在内的协议;这一系列协议为霍尔果斯耀世星辉的业务经营提供服务，同时保证外资企业对霍尔果斯耀世星辉享有的权利和应获得的利益得到保障；

WHEREAS, the WFOE, Glory Star and the Shareholder have entered into a series of agreements, including a master exclusive service agreement, a business cooperation agreement, an exclusive option agreement and a share pledge agreement; these agreements provide Glory Star with services necessary for its business operation and also ensure the WFOE’s rights to and interests in Glory Star;

(C)

鉴于，个人股东分别在本协议签署之日向最终控股股东董事会出具了关于本协议和其在霍尔果斯耀世星辉直接或间接持有的权利和权益的书面股东承诺函（“《个人股东承诺函》”）；并且

(D)

鉴于，作为外资企业及其关联方为霍尔果斯耀世星辉的业务经营持续提供服务的对价，外资企业要求股东授权外资企业（及其继任者，包括取代外资企业的清算人，如涉及）或其指定的自然人作为股东的受托人（“受托人”），由受托人全权代表股东行使其就所持霍尔果斯耀世星辉之股权享有的任何及所有权利，且股东同意对受托人给予授权委托。

WHEREAS, as the consideration for the WFOE and its affiliates to continuously provide Glory Star with services necessary for its business operation, the WFOE has requested the Shareholder to appoint the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) or any natural person designated by the WFOE as its attorney-in-fact (“Attorney-in-Fact”), with full power of representation, to exercise any and all of the rights in respect of the Shareholder’s shares in Glory Star and the Shareholder has agreed to make such appointment.

因此，基于本协议包含的前提、陈述、保证、承诺和约定，本协议各方约定如下并接受其法律效力：

协议

AGREEMENT

Section 1 第1条

股东在此不可撤销地选定并委托外资企业（及其继任者，包括取代外资企业的清算人，如涉及）或其指定的自然人为其受托人，代表股东行使相关法律法规及霍尔果斯耀世星辉的公司章程规定的就股东所持霍尔果斯耀世星辉之股权而享有的任何及所有权利，包括但不限于以下所列权利（合称“股东权利”）：

The Shareholder hereby irrevocably nominates and appoints the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) or any natural person designated by the WFOE as its Attorney-in-Fact to exercise on the Shareholder’s behalf any and all rights that the Shareholder has in respect of her shares in Glory Star conferred by relevant laws and regulations and the articles of association of Glory Star, including without limitation, the following rights (collectively, “Shareholder Rights”):

(a)

以股东的名义、代表股东签署及交付任何书面决定，并签署霍尔果斯耀世星辉的任何董事或股东会会议记录；

to execute and deliver any and all written decisions in the name and on behalf of the Shareholder and to sign any minutes of meetings of the board or shareholders of Glory Star;

(b)

就霍尔果斯耀世星辉的任何事项（包括但不限于出售、转让、抵押、质押或处分霍尔果斯耀世星辉的任何或全部资产）做出股东决定；

to make shareholder’s decision on any matters of Glory Star, including without limitation, the sale, transfer, mortgage, pledge or disposal of any or all of the assets of Glory Star;

(c)

出售、转让、质押或处分在霍尔果斯耀世星辉的任何或全部股权；

to sell, transfer, pledge or dispose of any or all of the shares in Glory Star;

(d)

如有必要，提名或任免霍尔果斯耀世星辉的董事、监事和高级管理人员；

to nominate, appoint or remove the directors, supervisors and senior management members of Glory Star when necessary;

(e)

监督霍尔果斯耀世星辉的经营绩效；

to oversee the business performance of Glory Star;

(f)

在任何时候查阅霍尔果斯耀世星辉的财务信息；

to have full access to the financial information of Glory Star at any time;

(g)

当霍尔果斯耀世星辉的董事或高级管理人员的行为损害霍尔果斯耀世星辉或其股东利益时，对该等董事或高级管理人员提起股东诉讼或其它法律行动；

to file any shareholder lawsuits or take other legal actions against Glory Star’s directors or senior management members when such directors or members are acting to the detriment of the interest of Glory Star or its shareholder;

(h)

批准年度预算或宣布分红；

to approve annual budgets or declare dividends;

(i)

管理和处置霍尔果斯耀世星辉的资产；

to manage and dispose of the assets of Glory Star;

(j)

对霍尔果斯耀世星辉的财务、会计和日常经营有完全的控制和管理权（包括但不限于签署合同、支付政府税项）；

to have the full rights to control and manage Glory Star’s finance, accounting and daily operation (including but not limited to signing and execution of contracts and payment of government taxes and duties);

(k)

批准向政府主管机关递交任何登记文件；以及

to approve the filing of any documents with the relevant governmental authorities or regulatory bodies; and

(l)

霍尔果斯耀世星辉的公司章程及/或相关法律法规赋予股东的任何其他权利。

any other rights conferred by the articles of association of Glory Star and/or the relevant laws and regulations on the Shareholder.

股东进一步同意并承诺：

The Shareholder further agrees and undertakes that

(a)

未经与受托人事先书面达成一致意见，股东不得自行行使任何股东权利；

in the absence of consensus with Attorney-in-Fact, he or she shall not exercise any of the Shareholder Rights at her own discretion;

(b)

若任何法律、法规或任何政府机关要求股东就某一项具体的受托事项出具或签署特别的授权委托书、政府审批申请文件或类似文件或要求办理相关手续（如授权委托书的公证等），则其应立即按照该等要求出具和/或配合签署相关文件；

If any law, regulation or any government agency requires the Shareholder to issue or sign the power of attorney, application documents for government approval or similar documents, or conduct relevant procedures (such as notarization of power of attorney, etc.) for a specific entrusted matters, the Shareholder shall immediately issue and/or cooperate with the signing of relevant documents in accordance with such requirements;

(c)

股东应及时采取所有必要的行动促使和确保股东在霍尔果斯耀世星辉的董事会或股东会所做出的所有决议得到执行，包括但不限于立即按照受托人的要求出具相关文件和/或配合签署相关文件。股东不得以其霍尔果斯耀世星辉股东身份，拖延或拒绝任何前述决议在霍尔果斯耀世星辉层面通过和/或得到执行；

The Shareholder shall promptly take all necessary actions to procure and ensure that all resolutions made by the Glory Star’s board of directors or the board of shareholders are implemented, including but not limited to the immediate issuance of relevant documents and/or cooperation with the signing of such documents at the request of the Attorney-in-Fact. The Shareholder shall not delay or refuse any of the aforementioned resolutions to be passed and/or enforced as its shareholders;

(d)

霍尔果斯耀世星辉应配合受托人了解其运营详情。霍尔果斯耀世星辉应当向受托人提供任何公司账目、记录和其他文件。受托人有权摘录或复印此等账簿、账目、记录和其他文件；及

Glory Star should cooperate with the Attorney-in-Fact to acquire the details of its operations. Glory Star shall provide the Attorney-in-Fact with Glory Star’s books, accounts, records and other documents. The Attorney-in-Fact has the right to extract and copy such books, accounts, records and other documents; and

(e)

There is no dispute among Shareholder regarding the agreement or arrangement which be reached before the execution of this Agreement on the restriction on transfer of shares of Glory Star, the pre-emptive right for increasing capital or transfer of shares of Glory Star, and any rights relating to the disposal of shares of Glory Star (if any) (collectively the “Original Restrictive terms and Pre-emptive right”); with the execution of this Agreement, all rights and obligations arising out of from Original Restrictive terms and Pre-emptive right shall eliminate. Shareholder shall no longer claim for performance, breach of contract, etc. in any form according to Original Restrictive terms and Pre-emptive right.

Section 2 第2条

外资企业有权完全自主决定委任一名或多名替换人选，行使受托人在本协议项下的任何或全部权利，外资企业亦有权自主决定撤销对该等替换人选的委任。

The WFOE has the right to appoint, at its sole discretion, a substitute or substitutes to perform any or all of its rights of the Attorney-in-Fact under this Agreement, and to revoke the appointment of such substitute or substitutes.

Section 3 第3条

霍尔果斯耀世星辉确认、承认并同意受托人代表股东行使任何及全部的股东权利。霍尔果斯耀世星辉进一步确认并承认受托人已进行或将进行的任何行为，已作出或将作出的任何决定，或已签署或将签署的任何文书或其他文件视同股东本人进行的行为、股东本人作出的决定或股东本人签署的文件，具有同等法律效力。

Glory Star confirms, acknowledges and agrees to the appointment of the Attorney-in-Fact to exercise any and all of the Shareholder Rights. Glory Star further confirms and acknowledges that any and all acts done or to be done, decisions made or to be made, and instruments or other documents executed or to be executed by the Attorney-in-Fact, shall therefore be as valid and effectual as though done, made or executed by the Shareholder.

Section 4 第4条

(a) 在任何股东发生死亡，丧失行为能力或发生其他可能影响其持有或行使其持有的霍尔果斯耀世星辉的股权的情况下，相关股东的（i）任意继承人或（ii）根据该等股东签署的《个人股东承诺函》由外资企业指定的自然人或法人（“指定受让人”）将被视为本协议的签署一方，承担相关在本协议下的所有权利和义务。如发生任何继承或《个人股东承诺函》项下的股权转让，股东将办理一切必要的手续并采取一切必要的行动以促使该等股权转让获取所需的政府审批（如适用）。

(a) In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Glory Star, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Individual Shareholders Commitment Letter issued by the relevant Shareholder will be regard as a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Individual Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

股东在此进一步同意，如果任何人通过其他方式取得霍尔果斯耀世星辉股权，无论是通过自愿转让、根据法律转让、强制拍卖还是任何其他方式，该受让人所取得所有霍尔果斯耀世星辉之股权仍旧受本协议制约，受托人有权继续对该等股权行使本协议第1条规定的股东权利。

The Shareholder hereby further agrees that, if the Shareholder’s share in Glory Star is transferred to any other party other than the aforesaid situations, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, any such share in Glory Star so transferred remains subject to this Agreement and the Attorney-in-Fact shall continue to have the right to exercise the Shareholder Rights with respect to such share in Glory Star so transferred as described in Section 1 hereunder.

(b) 为避免任何疑问，若股东需要根据其与外资企业或其关联方签订的《独家购股权协议》、《股权质押协议》（包括将来修改后的协议）向外资企业或其关联方转让股权，受托人有权代表股东签署股权转让协议及其他相关协议，履行《独家购股权协议》及《股权质押协议》所有股东义务。若外资企业提出要求，股东应签署任何文件、加盖公章和/或印章，并采取任何其他必要行动以完成前述股权转让。

(b) Furthermore, for the avoidance of any doubt, if any share transfer is contemplated under any exclusive option agreement and share pledge agreement(s) that the Shareholder enters into for the benefits of the WFOE or its affiliate (as the same may be amended from time to time), the Attorney-in-Fact shall, on behalf of the Shareholder, have the right to sign the share transfer agreement and other relevant agreements and to perform all shareholder obligations under the exclusive option agreement and the share pledge agreement(s). If required by the WFOE, the Shareholder shall sign any documents and fix the chops and/or seals thereon and the Shareholder shall take any other actions as necessary for purposes of consummation of the aforesaid share transfer.

Section 5 第5条

股东进一步同意并向外资企业承诺，假如股东由于其在霍尔果斯耀世星辉的股权利益收到任何股息、利息、任何其他形式的资本分派、清算（包括中国法律项下的强制清算）后剩余资产、或因股权转让产生的收入或对价，股东将会在法律允许的范围内，将所有这些股息、利息、资本分派、资产、收入或对价给予外资企业或其指定的实体而不要求任何补偿。

The Shareholder further covenants with and undertakes to the WFOE that, if the Shareholder receives any dividends, interest, any other forms of capital distributions, residual assets upon liquidation (including mandatory liquidation under PRC laws), or proceeds or consideration from the transfer of share as a result of, or in connection with, the Shareholder’s shares in Glory Star, the Shareholder shall, to the extent permitted by applicable laws, remit all such dividends, interest, capital distributions, assets, proceeds or consideration to the WFOE or the entity designated by the WFOE without any compensation.

Section 6 第6条

股东特此授权受托人依其完全自主判断行使股东权利，并且无需获得股东的任何口头或书面指示，在任何情况下，受托人不应就其行使本协议项下委托权利而被要求对本协议其他方或任何第三方承担任何责任或做出任何经济上的或其他方面的补偿。股东承诺批准并认可外资企业或其委任的任何替换人或代理人根据本协议作出的或促使作出的任何合法行为。

The Shareholder hereby authorizes the Attorney-in-Fact to exercise the Shareholder Rights according to its own judgment without any oral or written instruction from the Shareholder. In no event shall the Attorney-in-Fact be required to assume any responsibility or make compensation in financial or other aspects to the other Party of this Agreement or any third party for the exercise of its entrusted rights under this Agreement. The Shareholder undertakes to approve and ratify any acts which the WFOE or any substitutes or agents appointed by the WFOE may lawfully do or cause to be done pursuant to this Agreement.

Section 7 第7条

股东和霍尔果斯耀世星辉各自向受托人做出以下陈述与保证：

The Shareholder and Glory Star hereby state and covenant respectively as follow:

(a)

其具有订立本协议并履行本协议项下义务及责任所需的全部权力和能力；

Each of the Shareholder and Glory Star has full legal capacity and authorizations to execute and deliver this Agreement and to perform their respective obligations under this Agreement;

(b)

其在本协议中承担的义务及责任为合法的、有效的、具有约束力的，并可按其条款强制执行；

The obligations and responsibilities of each of the Shareholder and Glory Star in this Agreement are legal, valid, binding and enforceable in accordance with its terms;

(c)

进行和从事所有需要采取、满足或实施的行动以及所有条件和事项（包括取得任何所需的同意、批准和授权，如法律有此要求），以：

Each of the Shareholder and Glory Star shall conduct and engage in all actions that need to be taken, met or implemented, and all conditions and matters (including obtaining any required consent, approval, and authorization, as required by law), in order to:

(i)

使其合法订立本协议，行使其在本协议下的权利，履行和遵守本协议下其承担的义务及责任；

legally enter into this Agreement, exercise the rights under this Agreement, and perform and execute the obligations and responsibility under this Agreement;

(ii)

确保本协议下由其承担的义务及责任是合法、有效和具有约束力的；及

ensure that the obligations and responsibility assumed by this Agreement are legal, valid and binding; and

(iii)

使本协议在所适用的法律项下均成为可以接受的证据。

make this Agreement an acceptable evidence under the applicable law.

(d)

The execution and delivery of this Agreement and the performance of any obligations under this Agreement: (i) do not cause any violation of any applicable PRC laws; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Glory Star; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

Section 8 第8条

本协议于文首标明的日期签署并应自该等日期起生效。本协议项下授予受托人的权力及权利的期限与受托人和霍尔果斯耀世星辉签署的独家服务协议的期限相等。

This Agreement shall be duly executed and come into effect on the date appearing at the head of this Agreement. The proxy term of the Attorney-in-Fact with the authorization and rights hereunder is equal to the term of the Exclusive Service Agreement entered into between the Attorney-in-Fact and Glory Star.

Section 9 第9条

Section 10 第10条

如一方违反本协议（包括但不限于违反其于合同项下的陈述、保证、承诺及其他义务），则该方应就违反本协议而给任何其他方造成的损失、损害、责任、被索赔损失等（“损失”）依照该等其他方的要求立即予以赔偿，但如果任何其他方遭受的损失系由于该其他方或该其他方的董事、管理人员、雇员或者代理自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对该其他方予以赔偿。

Any Party shall forthwith on demand indemnify any other Parties against any claim, loss, liability or damage (“Loss”) incurred as a consequence of any breach by such Party of this Agreement (including but not limited to any breach of any of the representations, warranties, covenants or other obligations under this Agreement) provided that no Party shall be liable to indemnify any other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of such other Party or its directors, officers, employees, or agents.

Section 11 第11条

(a)

(b)

(c)

Section 12 第12条

本协议根据中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the laws of China.

Section 13 第13条

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within 30 days after any Party request to settle the dispute, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration. The place of arbitration shall be in Shanghai and the arbitration procedure shall be conducted in Chinese language. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Glory Star and winding up orders against Glory Star. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约、开曼群岛、公司的注册成立地（即中国北京）及最终控股股东或霍尔果斯耀世星辉主要资产所在地的法院，对前述目的拥有司法管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC (the registered place of Glory Star) and the courts of the places where the principal assets of the Ultimate Controlling Shareholder or Glory Star are located, shall all be deemed to have jurisdiction.

Section 14 第14条

为通知的目的，各方地址如下：

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：霍尔果斯耀世星辉文化传媒有限公司

Company: Horgos Glory Star Media Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

姓名：梁显宏

Name: Liang Xianhong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

公司：北京朗玛峰创业投资管理有限公司

Company: Everest Venture Capital Investment Co.,Ltd

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

收件人：李运喜

Recipient: Li Yunxi

任何一方均可按本条条款通过向其他各方发出通知随时更改其通知的收件地址。

Any one of the Parties may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

Section 15 第15条

Section 16 第16条

(a)

未经受托人的事先书面同意，股东或霍尔果斯耀世星辉不得将其在本协议项下的权利和义务转让给任何第三方。

The Shareholder or Glory Star shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the Attorney-in-Fact.

(b)

受托人有权自行决定向其董事、管理人员或其他职员转授权或转让其被股东授权的权利而不必事先通知股东或得到股东的同意。

The Attorney-in-Fact may, at its own discretion, delegate or transfer the rights granted by the Shareholder to its directors, officers and other staff, without prior notice to the Shareholder or with the consent of the Shareholder.

Section 17 第17条

本协议对各方各自的继任者和该等各方所允许的受让方均具有约束力。

This Agreement is binding on the respective successors of the Parties and the transferees permitted by such parties.

Section 18 第18条

(a)

本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后应继续有效。

Any obligations arising or due under this Agreement prior to the expiration or early termination shall be continually effective after the expiration or early termination.

(b)

第12、13和14条和本第18条的规定在本协议终止后应继续有效。

Section 12, 13, 14 and 18shall continue to be valid after the termination of this Agreement.

Section 19 第19条

Section 20 第20条

本协议由协议各方签署十六份正本，每方各执一份，其余由外资企业持有，全部原件具有相同的法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in sixteen originals by all Parties, with each Party holding one original and the WFOE holding the remaining ones. All originals shall have the same legal effect. This Agreement may be executed in one or more counterparts.

Section 21 第21条

本协议中英文版本具有相同的效力。若中文和英文有不一致，以中文文本为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

霍尔果斯耀世星辉文化传媒有限公司

Horgos Glory Star Media Co., Ltd.

授权代表

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature: /s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature: /s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature: /s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature: /s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature: /s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature: /s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature: /s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature: /s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature: /s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature: /x/ Xiao Jiancong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

梁显宏

Liang Xianhong

签字/Signature: /s/ Liang Xianhong

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

北京朗玛峰创业投资管理有限公司

Everest Venture Capital Investment Co., Ltd

授权代表

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

附录

Schedule

运营实体股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	星璀璨Xing Cui Can¹		2,303,000		43.45	%
2	张兵Zhang Bing		1,737,130		32.78	%
3	张冉 Zhang Ran		150,000		2.83	%
4	陆伽 Lu Jia		150,000		2.83	%
5	林晖Lin Hui		57,143		1.08	%
6	朗玛峰Everest²		200,000		3.77	%
7	郦韩英 Li Hanying		50,000		0.94	%
8	金晖 Jin Hui		30,000		0.57	%
9	张荣辉 Zhang Ronghui		312,550		5.90	%
10	贺一星 He Yixing		37,500		0.71	%
11	张颖豪 Zhang Yinghao		272,727		5.15	%
合计 Sum			5,300,050		100.00	%

² 朗玛峰全部股权由肖建聪（持有99.80%股权）及梁显宏（持有0.20%股权）持有。

Everest's 100% equity interest is collectively held by Xiao Jiancong (99.80%) and Liang Xianhong (0.20%).

Exhibit 99(a)(5)(j)

独家服务总协议

MASTER EXCLUSIVE SERVICE AGREEMENT

本独家服务总协议（“本协议”）由以下双方于2019年 9 月 16 日在____订立：

This Master Exclusive Service Agreement (this “Agreement”) is entered into in ____as of September 16, 2019 by and between the following parties:

(1)	耀世星辉新文娱（北京）科技有限公司（“外资企业”），一家根据中华人民共和国（“中国”）法律在中国北京注册成立的外商独资企业，注册地址为北京市顺义区高丽营镇文化营村北(临空二路1号科技创新功能区)；外资企业的股权由Glory Star New Media Group Limited（“最终控股股东”），一家在开曼群岛获豁免的有限责任公司，最终实益持有100%；和

(2)	星璀璨国际传媒（北京）有限公司(“星璀璨”),一家根据中国法律在中国北京注册成立的内资公司, 地址为北京市朝阳区光华路5号院3号楼2层201内19室。

（以上外资企业、星璀璨单独称为“一方”，合称为“双方”）。

(Each of the WFOE and Xing Cui Can, a “Party”, and collectively the “Parties”).

序言

RECITALS

鉴于，双方有意利用各自的专业能力和资源进一步促进其现有业务、扩大各自的市场份额；以及

WHEREAS, the Parties intend to utilize their respective expertise and resources to further promote their existing business and expand their market share; and

鉴于，外资企业及其关联方有意向星璀璨提供特定服务，星璀璨同意仅从外资企业接受该等服务。

WHEREAS, the WFOE, together with its affiliates, intends to provide certain services to Xing Cui Can; and Xing Cui Can agrees to accept such services only from the WFOE.

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，双方愿意受其约束，并达成如下约定：

协议

AGREEMENT

1.	提供服务 Provision of Services

1.1	依据本协议规定的条款和条件，星璀璨（“接受服务方”）特此不可撤销地委任和指定外资企业作为其独家服务提供者，提供附件1中列出的技术和业务支持服务。

In accordance with the terms and conditions set forth in this Agreement, Xing Cui Can (referred to as the “Service Receiving Party”) hereby irrevocably appoints and designates the WFOE as its exclusive service provider to provide the technical and business support services as set forth in Schedule 1.

1.2	在本协议期间，接受服务方未经外资企业书面同意不得直接或间接地从第三方获取与本协议项下服务相同或相似的服务，亦不得同任何第三方签订类似的服务协议。

2.	外资企业指定服务提供者的权利；工作说明 WFOE’s Power to Designate Service Provider; Statement of Work

2.1	外资企业有权依其完全自主判断自行指定并委任任何其关联方（与外资企业合称“服务提供者”）提供本协议第一条中规定的任何服务。

2.2	服务提供者应与接受服务方通过一个或多个单独的服务协议（“服务协议”）在附件1规定的范围之内确定具体的服务内容。

3.	服务费和支付 Service Fee and Payment

3.1	本协议附件1规定了服务费的计算和支付方式。

The calculation and payment manners of the service fee are stipulated in Schedule 1 of this Agreement.

3.2	接受服务方应促使接受服务方的股东以其持有的接受服务方股权向外资企业提供质押担保，以保证本协议项下接受服务方须支付的服务费得到支付。

4.	知识产权 Intellectual Property Rights

4.1	本协议履行过程中开发的任何知识产权（包括但不限于版权、商标、专利、技术秘密和专门知识）归服务提供者所有，除本协议另有明确规定，接受服务方不享有任何与知识产权有关的权利。

4.2	若一项开发是基于接受服务方所有的知识产权，接受服务方应确保并保证该知识产权无瑕疵。否则接受服务方须就该知识产权的权利瑕疵对服务提供者产生的全部损害和损失承担责任。若服务提供者因此向第三方承担任何责任，服务提供者有权就其全部损失从接受服务方处获得偿付。

4.3	双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

5.	外资企业的财务支持 WFOE’s Financing Support

5.1	为确保接受服务方业务运营的现金流需求和/或为抵消业务运营中累积的任何损失，外资企业同意其应在中国法律允许的范围内由其自身或通过其指定的其他方向接受服务方提供财务支持。外资企业可以以银行委托贷款或其他中国法律允许的方式向接受服务方提供财务支持。就上述财务支持事宜，双方应另行签署相关协议予以约定。

6.	陈述和保证 Representations and Warranties

6.1	外资企业特此作出如下陈述和保证：

The WFOE hereby represents and warrants as follows:

(a)

其是依照中国法律正式注册设立并有效存续的一家外商独资企业；

It is a wholly foreign-owned enterprise duly incorporated and validly existing under PRC laws;

(b)

其于公司权力和营业范围之内签署并履行本协议。其已采取必要的公司行为且获得适当授权，并已从第三方和政府部门获得必要的同意及批准。外资企业签署并履行本协议不会违反对其有约束力或有影响的法律或合同；及

Its execution and performance of this Agreement are within its corporate power and business scope. It has taken necessary corporate actions and obtained appropriate authorizations, and has obtained the necessary consents and approvals from any third parties and government agencies. Its execution and performance of this Agreement do not violate the laws and contracts binding upon it; and

(c)

本协议一经签署即构成对外资企业合法、有效、有约束力的义务，并依本协议之条款可对其强制执行。

Upon execution, this Agreement will constitute a legal, valid and binding obligation of the WFOE enforceable against the WFOE in accordance with its terms.

6.2	接受服务方特此作出如下陈述和保证：

The Service Receiving Party hereby represents and warrants as follows:

(a)

其是依照中国法律正式注册设立并有效存续的法人；

It is a legal person duly incorporated and validly existing under PRC laws;

(b)

(c)

本协议一经签署即构成对接受服务方合法、有效、有约束力的义务，并依本协议之条款可对其强制执行。

Upon execution, this Agreement will constitute a legal, valid and binding obligation of the Service Receiving Party enforceable against the Service Receiving Party in accordance with its terms.

(d)

接受服务方及其关联方均已明确同意严格遵守本协议的相关规定。

The Service Receiving Party as well as its affiliates have expressly agreed to strictly comply with relevant provisions of this Agreement.

7.	保密条款 Confidentiality

7.1	各方同意对就履行本协议而获得的机密数据和信息（合称“保密信息”）尽力采取各种合理措施予以保密。未经保密信息提供方的事先书面同意，保密信息接受方不得向任何第三方披露、提供或转让该等保密信息。一旦本协议终止，保密信息接受方应将载有保密信息的任何文件、资料或软件根据保密信息提供方要求归还，或予以销毁，并从所有相关记忆装置中删除所有保密信息，且不得继续使用这些保密信息。

7.2	双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

8.	生效日和期限 Effective Date and Term

8.1	本协议于文首所载之日生效。除非按本协议规定终止，本协议永久有效。

This Agreement shall be effective as of the date first set forth above. This Agreement shall remain effective unless terminated as provided herein.

8.2	尽管有上述约定，1）外资企业有权随时于提前三十（30）日书面通知星璀璨后终止本协议，接受服务方无权终止本协议;以及2）根据《独家购股权协议》，如星璀璨之全部股权已转让给外资企业和/或外资企业指定的第三方，本协议终止。

Notwithstanding the foregoing provisions, i) the WFOE shall have the right to terminate this Agreement at any time with a prior thirty(30)-days written notice to Xing Cui Can, whereas the Service Receiving Party shall not have the right to terminate this Agreement; and ii) This Agreement shall be terminated upon the transfer of all the shares of Xing Cui Can to the WFOE and/or a third party designated by the WFOE pursuant to the Exclusive Option Agreement.

8.3	本协议由于任何原因终止并不免除任何一方在本协议终止日前到期的本协议项下任何付款义务(包括但不限于服务费)，也不免除本协议终止前发生的任何违约责任。本协议终止前所产生的应付费用应在本协议终止之日起15个工作日内支付。

9.	管辖法律 Governing Law

本协议依中国法律解释，受中国法律管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

10.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由外资企业与星璀璨通过友好协商的方式解决。如果外资企业和星璀璨双方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对星璀璨之股权或土地资产的救济措施和针对星璀璨的清算令。仲裁裁决具终局性且对双方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the WFOE and Xing Cui Can in good faith through negotiations. In case no resolution can be reached by the WFOE and Xing Cui Can such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Xing Cui Can and winding up orders against Xing Cui Can. The arbitral award shall be final and binding upon both Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议双方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，双方达成共识在不违反适用法律的前提下，纽约法院、开曼群岛法院、中国法院和星璀璨主要资产所在地的法院均应被视为具有管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC and the courts of the places where the principal assets of Xing Cui Can are located shall all be deemed to have jurisdiction.

11.

通知

Notices

11.1	任何一方按本协议规定发出的通知或其他通信应以英文和中文书写，并可以专人递送、挂号邮寄、邮资预付邮寄、或受承认的专递服务或发送传真的形式发送到有关各方不时指定的收件地址。通知被视为正式送达的日期，应按如下方式确定：(a) 专人递送的通知，专人递送当日即视为已实际送达；(b)用信函发出的通知，则在邮资付讫的航空挂号信寄出日（依邮戳为准）后的第十（10）天，即视为已实际送达，或在送交国际认可的专递服务机构后的第四（4）天，即视为已实际送达；以及(c)用传真发送的通知，在有关文件的传送确认单上所显示的接收时间，即视为已实际送达。

11.2	为通知的目的，双方地址如下：

For the purpose of notification, the addresses of both parties are as follows:

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

任何一方均可按本条条款通过向另一方发出通知随时更改其通知的收件地址。

Any one of the Parties may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

12.

损害和赔偿

Indemnities and Remedies

12.1	如一方违反本协议，则该方应就违反本协议而给另一方造成的损失、损害、责任、被索赔损失等（“损失”）依照另一方的要求立即予以赔偿，但如果另一方遭受的损失系由于该另一方或该另一方的董事、管理人员、雇员或者代理自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对另一方予以赔偿。

12.2	对于外资企业应接受服务方要求而提供的咨询和服务所产生或引起的针对外资企业的任何诉讼、索赔或其他要求所招致的任何损失，接受服务方均应补偿给外资企业，并使外资企业不受损害，除非该等损失、损害、责任或费用是因外资企业的严重疏忽或故意的不当行为而产生的。

12.3	双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

13.

转让

Assignment

13.1	未经外资企业事先书面同意，接受服务方不得将其在本协议项下的权利和义务转让给任何第三方。

The Service Receiving Party shall not assign any of its rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

13.2	接受服务方在此同意，外资企业可转让其在本协议项下的权利和义务。外资企业仅需就该转让向星璀璨作出书面通知。

The Service Receiving Party hereby agrees that the WFOE may assign its rights and obligations under this Agreement, only subject to a written notice to Xing Cui Can.

14.

可分割性

Severability

15.

修改或补充

Amendment or Supplement

15.1	本协议的任何修改或补充须由双方以书面形式作出。经协议每一方正式签署的修改或补充构成本协议的组成部分，具有与本协议同等的法律效力。

15.2	如美国全国证券交易商协会自动报价表（“纳斯达克”）或其他监管机构或交易所对本协议提出任何修改意见，或纳斯达克上市规则或相关要求发生任何与本协议有关的变化，各方应据此对本协议进行修订。

16.

税费

Taxes and Fees

在编制、签署和履行本协议的过程中，各方应支付依据中国法律征收或发生的全部税款、支出和费用。

Each Party shall pay any tax, expenses and fees incurred thereby or levied thereon in accordance with the PRC laws in connection with the preparation, execution and performance of this Agreement.

17.

文本

Counterparts

本协议由协议双方签署两份原件，外资企业和星璀璨各执一份，所有原件具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in two originals by both Parties, with each of the WFOE and Xing Cui Can holding one original. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

18.

语言

Languages

本协议以英语和中文书就，英文和中文文本具有同等法律效力。英文和中文有不一致，以中文为准。

[后附签字页Signature page follows]

有鉴于此，双方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，双方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

Schedule 1
附件1

Contents of Service, Calculation and Payment of the Service Fee
服务内容，服务费的计算和支付

1.	服务内容 Contents of Service

1.1	提供技术开发和转让，技术咨询服务; Providing technology development and transfer, and technical consulting services;

1.2	提供员工职业和岗前培训协助及咨询服务; Providing occupation and pre-occupation staff training assistant and consultation services;

1.3	提供公关服务; Providing public relation services;

1.4	提供中短期市场开发、市场规化和咨询服务; Providing mid or short-term market development, planning and consultation services;

1.5	提供人力资源管理和内部信息管理; Providing human resource management and internal information management;

1.6	提供网络开发、升级和日常维护; Providing network development, upgrade and daily maintenance;

1.7	许可使用知识产权; Licensing of intellectual property;

1.8	计算机信息系统软件及硬件维护、数据库及服务器维护;

Providing maintenance services in respect of computer software and hardware system, database and computer servers;

1.9	销售软件或授权星璀璨使用软件，且/或 Selling and authorizing Service Receiving Party to use software, and/or

1.10	外资企业根据业务需要和服务提供者的能力不定期决定提供的其他服务。 Other services determined from time to time by the WFOE according to the need of Service Receiving Party and capacity of the Service Providers.

Sch-1-1

2.	服务费的计算和支付 Calculation and Payment of Service Fee

2.1	双方同意，就外资企业提供的服务，星璀璨应向外资企业支付服务费（“服务费”）。在符合中国法律规定的前提下，服务费应为星璀璨的税前利润（包括星璀璨于任何财政年度在任何其附属公司应占的所有利润及所收取的任何其他分配，但不计算本协议项下所应支付的服务费），抵消星璀璨及其附属公司各自在此前财政年度的累计亏损（若有），并扣除在任何财政年度所需的运营资本、开支、税金款额以及根据适用中国税法原则和税务实践而确定的合理运营利润。

The parties agree that, regarding the services provided by WFOE, Xing Cui Can shall pay service fees (“Service Fees”) to WFOE. In accordance with PRC laws and regulations, Service Fees shall be the pre-tax profit of Xing Cui Can (including all profits and all dividends from Xing Cui Can’s subsidiaries in any financial year, apart from Service fees under this Agreement), minus the accumulated losses (if any) of Xing Cui Can and its subsidiaries in the previous financial year, minus operating costs, expenses, taxes and reasonable operating profit under applicable PRC tax law and practices.

2.2	服务费应当按年度支付。星璀璨应于每个财政年度最后一天起7日内，1)向外资企业提供星璀璨本财政年度的管理报表和经营数据，其中应当明确星璀璨在本财政年度的税前收益；2) 按外资企业向星璀璨提供的各项调查报告、计划书、发票或其他书面文件，将服务费支付给外资企业。外资企业在收到管理报表和经营数据后，可向星璀璨出具相应的服务费的发票。所有付款均应以汇款或各方认可的其它方式划入外资企业指定的银行帐户。各方同意，在本协议有效期内，外资企业可不时向星璀璨送达通知更改该等付款指示，且外资企业无需经星璀璨同意，有权仅依照其自主决定以至少提前10天书面通知星璀璨的方式调整上述服务费及服务费支付时间。

Service Fees shall be paid annually. Within 7 days from the end of each financial year, Xing Cui Can shall 1) provide WFOE with current financial year’s financial statements and operating data, which shall state the pre-tax profit of Xing Cui Can in current financial year; 2) pay Service Fees to WFOE according to research report, plan, invoice or other written documents provided by WFOE. After receiving the financial statements and operating data, WFOE may issue an invoice for the corresponding Service Fees to Xing Cui Can. All payments should be remitted to the bank account designated by WFOE or by other ways otherwise agreed by the parties. The parties agree that, during the term of this agreement, WFOE may notice Xing Cui Can from time to time to adjust such payment instructions, and WFOE has the right to adjust the amount and time of payment of Service Fees hereof on its own discretion by giving 10-days(at least) prior written notice to Xing Cui Can and no consents of Xing Cui Can are required.

Sch-1-2

2.3	双方同意，服务费的支付原则上不应使任何一方经营发生困难。为上述目的，且在上述原则合理的限度内，外资企业可以同意星璀璨迟延支付服务费，或经双方协商一致，可以书面形式调整上述第2.2条规定下星璀璨应向外资企业支付服务费的时间安排。

The parties agree that, the payment of the Service Fee shall not constitute any Parties’ operational difficulties in principle. For the purposes above, and within the reasonable limits of the principles above, WFOE may accept the delayed payment of Service Fees by Xing Cui Can. WFOE may adjust the Service Fees’ payment schedule under Article 2.2 above in writing with a prior negotiated agreement among the parties.

2.4	星璀璨应于每个财政年度末的90日内向外资企业提供星璀璨在本财政年度的审计的财务报表。该财务报表应当经由外资企业批准的独立注册会计师审计，并且外资企业有权对星璀璨在每个财政年度的审计的财务数据进行合并计算。如果该等经审计的财务报表显示出本财政年度内星璀璨向外资企业支付的服务费总额与星璀璨本财政年度根据中国财务报告准则所确定的税前收益扣除相关成本、合理费用后的剩余金额之间有任何差额，经外资企业书面要求，星璀璨应向外资企业支付该等差额。

Xing Cui Can shall provide WFOE with audited financial statements of Xing Cui Can for the financial year within 90 days from the end of each financial year. Such financial statements shall be audited by an independent certified public auditor accepted by WFOE, and WFOE shall have the right to consolidate the audited financial data of Xing Cui Can in each financial year. If these audited financial statements indicate there is any difference between total Service Fees paid by Xing Cui Can to WFOE during the financial year and amount calculated by the pre-tax profit of Xing Cui Can deduct related costs and reasonable expenses according to China financial reporting standards in such financial year, upon WFOE’s written request, Xing Cui Can shall pay such difference to WFOE.

2.5	星璀璨应按照法律及商业惯例的要求编制符合外资企业要求的财务报表。

Xing Cui Can shall prepare financial statements in accordance with the applicable laws, business practices and the WFOE’s requirements.

Sch-1-3

2.6	经外资企业提前5个工作日通知，星璀璨应允许外资企业及外资企业的控股股东（直接或间接）/或其指定审计师对星璀璨进行各类审计活动，包括在星璀璨的主要办公地点审计星璀璨的有关帐册和记录并复印所需的该部分帐册和记录。此外，星璀璨应向外资企业及外资企业的控股股东（直接或间接）/或其指定审计师提供有关星璀璨运营、业务、客户、财务、员工等相关信息和资料，并且同意最终控股股东为满足其证券上市地监管的要求而披露该等信息和资料。

With WFOE’s 5-working-days prior notice, Xing Cui Can shall authorize WFOE, WFOE’s (directly or indirectly) controlling shareholder or their designated auditors to conduct auditing upon Xing Cui Can, including auditing Xing Cui Can’s account and reviewing and copying its relevant book and records in the Xing Cui Can’s principle domicile. In addition, Xing Cui Can shall provide WFOE, controlling shareholder (directly or indirectly) of WFOE or its designated auditor with related information and documents on operations, business, customers, finances and employees of Xing Cui Can, and authorize that Ultimate Controlling Shareholder to disclose such information and documents according to supervision regulations of its listing place.

2.7	各方由于执行本协议所产生的税收负担，由各方自行承担。

Each of the parties shall bear all taxes respectively incurred or to be incurred in executing and preforming this Agreement.

Sch-1-4

Exhibit 99(a)(5)(k)

业务合作协议

BUSINESS COOPERATION AGREEMENT

本业务合作协议（“本协议”）由以下各方于2019年 9 月 16 日在____订立:

This Business Cooperation Agreement (the “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:

(1)

(2)

星璀璨国际传媒（北京）有限公司(“星璀璨”),一家根据中国法律在中国北京注册成立的内资公司, 地址为北京市朝阳区光华路5号院3号楼2层201内19室；和

(3)

张兵，一名中国公民，身份证号为430104196710302635（“股东一”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder A”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东二”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder B”);

张冉，一名中国公民，身份证号为110108198006286344（“股东三”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder C”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东四”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder D”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东五”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder E”);

林晖，一名中国公民，身份证号为310110196801157015（“股东六”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder F”)

金晖，一名中国公民，身份证号为31010919680401521X（“股东七”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder G”)

郦韩英，一名中国公民，身份证号为330625197107244426（“股东八”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder H”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东九”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder I”);

肖建聪，一名中国公民，身份证号为142623198012123419（“股东十”，与股东一、股东二、股东三、股东四、股东五、股东六、股东七、股东八和股东九合称为“股东”）；

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder J”, and together with the shareholders aforementioned, the “Shareholder”);

（以上外资企业、星璀璨和股东单独称为“一方”，合称为“各方”）。

(Each of the WFOE, Xing Cui Can and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(1)

鉴于，股东持有星璀璨100%的股权（星璀璨的具体股东持股情况详见附件）；

WHEREAS, the Shareholder holds 100% shares in Xing Cui Can (see Schedule attached hereto for details of specific holdings for the Shareholder of Xing Cui Can)；

(2)

鉴于，外资企业从事文化传媒及电子商务及相关技术服务业务，并在文化传媒、电子商务及相关技术服务方面已经具备了相关专业能力和实践经验；

(3)

鉴于，星璀璨在中国从事文化传媒及电子商务业务；

WHEREAS, Xing Cui Can engages in the business of culture & media and e-commerce in China;

(4)

鉴于，外资企业与星璀璨在2019年 9 月 16 签署了一份《独家服务总协议》（“服务协议”），根据该协议星璀璨应向外资企业支付服务费；及

WHEREAS, the WFOE has entered into a Master Exclusive Service Agreement (the “Service Agreement”) dated September 16, 2019 with Xing Cui Can, pursuant to which the WFOE is entitled to receive service fees from Xing Cui Can; and

(5)

鉴于，股东直接或间接持有星璀璨100%的股权。

WHEREAS, the Shareholder directly or indirectly holds 100% shares in Xing Cui Can.

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，各方愿意受其法律约束，并达成如下约定：

协议

AGREEMENT

不作为承诺

Negative Covenants

为确保星璀璨履行其与外资企业所签服务协议和/或其他协议项下的义务，股东和星璀璨连带作出同意并承诺，未获外资企业的书面同意，星璀璨不得进行、股东亦应促使星璀璨不得进行，任何会对其资产、义务、权利或经营产生重大影响的交易，包括但不限于：

To ensure that Xing Cui Can perform its obligations under the Service Agreement and/or other agreements executed with the WFOE, the Shareholder and Xing Cui Can jointly and severally, agree and covenant that, without obtaining the WFOE’s written consent, Xing Cui Can shall not, and the Shareholder shall cause Xing Cui Can not to, engage in any transaction which may materially affect its asset, obligation, right or operation, including but not limited to:

(a)

其各自正常业务范围未涵盖的活动，或从事与其过往经营不一致的业务活动。或直接或间接经营除星璀璨营业执照及经营许可证之许可范围之外的业务，或在中国境内直接或间接经营与外资企业业务相竞争的业务，包括投资于经营与外资企业业务相竞争的业务的实体，或经营外资企业书面同意范围之外的其他业务；

(b)

合并、整合、兼并、收购、和主要业务及资产的重组以及以任何形式进行收购或投资；

merger, reorganization, acquisition or restructuring of its principal business or assets, or acquisition or investment in any other form;

(c)

向第三方提供、向第三方借入任何贷款、信贷或承担任何债务，正常经营过程中发生的除外；

offering any loan to any third party, incurring any debt from any third party, or assuming any debt other than in the ordinary course of business;

(d)

雇佣、变更或辞退任何董事或高管人员；

engaging, changing or dismissing any director or any senior management officer;

(e)

向第三方出售、或从第三方获得、抵押/质押、许可第三方使用或以其他方式处置任何有形或无形资产，正常经营过程中发生的除外；

selling to or acquiring from any third party, mortgaging/pledging, licensing or disposing of in other ways any tangible or intangible assets, other than in the ordinary course of business;

(f)

(g)

对其章程和内部细则进行补充、变更或修改，增减其注册资本或通过其他方式变更其注册资本结构；

(h)

以任何方式进行股息、股权权益或举办人权益的分配，但在外资企业书面要求时，星璀璨应立即向股东分配全部或部分可分配利润，然后再由股东立即并无条件地将上述分配支付或转移至外资企业；

making distribution of dividend or share interest or sponsorship interest in whatever ways, provided that upon the WFOE’s written request, Xing Cui Can shall immediately distribute part or all distributable profits to its shareholder who shall in turn immediately and unconditionally pay or transfer to the WFOE any such distribution;

(i)

签署任何重大合同（就本段而言，重大合同的标准由外资企业自行判断）;

executing any material contract (for purpose of this subsection, the WFOE may define a material contract at its sole discretion);

(j)

通过任何方式出售、转让、抵押或处置其业务或收入中的法定或受益权益，或允许设置任何相关的担保权益；

selling, transferring, mortgaging or disposing of in any manner any legal or beneficial interest in its business or revenues, or allowing the encumbrance thereon of any security interest;

(k)

解散、清算和分配剩余财产；或

dissolution, conducting liquidation and distributing the residual assets; or

(l)

促使其任何分支机构（如有）或子公司发生上述行为。

causing any of its branches(if any) or subsidiaries to engage in any of the foregoing.

业务经营和人员安排

Business Operation and Personnel Arrangement

2.1

星璀璨同意并向外资企业承诺，星璀璨和股东将促使星璀璨（i）接受外资企业就星璀璨的人员安排和调任、日常运营、股息分配和财务管理系统所提出的建议，且星璀璨将相应地严格遵守和履行；（ii）谨慎、有效地经营星璀璨公司业务和处理公司事务，按照良好的财务和商业标准及实务维持星璀璨的存续；（iii）在经营星璀璨全部业务的正常运营过程中，一直保持星璀璨的资产价值，不得采取可能对星璀璨业务状况和资产价值产生不利影响的任何行为/不作为；（iv）在外资企业提出要求时提供有关星璀璨业务经营和财务状况的相关资料；（v）如外资企业要求，为星璀璨的资产和业务从符合外资企业要求的保险公司处购买并持有保险，保险金额和险种应符合同类公司购买的金额和种类；（vi）如发生或可能发生与星璀璨的资产、业务或收入相关的任何诉讼、仲裁或行政程序，立即通知外资企业；及（vii）为保持星璀璨对其全部资产的所有权，应签署全部必要或适当的文件，采取全部必要或适当的行为，提交全部必要或适当的控告，或针对全部索赔提出必要和适当的抗辩。

Xing Cui Can agrees and covenants to the WFOE that Xing Cui Can and the Shareholder shall cause Xing Cui Can to, i) accept suggestions raised by the WFOE over the employee engagement and replacement, daily operation, dividend distribution and financial management systems of Xing Cui Can, and Xing Cui Can shall strictly abide by and perform accordingly; ii) maintain the existence of Xing Cui Can in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs; iii) operate all of Xing Cui Can’s businesses during the ordinary course of business to maintain the asset value of Xing Cui Can and refrain from any action/omission that may adversely affect Xing Cui Can’s operating status and asset value; iv) provide the WFOE with information on Xing Cui Can’s business operations and financial condition at WFOE’s request; v) if requested by the WFOE, procure and maintain insurance in respect of Xing Cui Can’s assets and business from an insurance carrier acceptable to the WFOE, at an amount and type of coverage typical for companies that operate similar businesses; vi) immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Xing Cui Can’s assets, business or revenue; and vii) 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 so as to maintain the ownership by Xing Cui Can of all of its assets.

2.2

星璀璨的董事、总经理、首席财务官和其他高级管理人员的选任应当满足外资公司提出的资格要求，并须经外资公司明确同意。

The election and appointment of directors, general manager, chief financial officer and other senior management members of Xing Cui Can shall be subject to satisfaction of the qualification requirements put forward by the WFOE and shall require the explicit consent of the WFOE.

2.3

若外资企业同意任命的上述董事或高管人员辞职，或外资企业提出关于人员调任或辞退方面的建议，股东、星璀璨应根据外资企业的建议调任或辞退相关人员并应指派符合外资企业要求的其他人选继任该职位。

If any of the above directors or senior management members as approved by the WFOE resigns from the relevant position, or if the WFOE raises any suggestions over the replacement or dismissal of any of said persons, the Shareholder or Xing Cui Can, as the case may be, shall replace or dismiss such person upon the WFOE’s suggestions, and shall appoint any other person who satisfies the WFOE’s requirements to hold such position.

其他安排

Other Arrangements

鉴于(i)外资企业及其关联方已通过服务协议与星璀璨建立了业务关系，且(ii) 星璀璨进行的日常业务活动，将对星璀璨向外资企业或其关联方支付服务费用的能力产生重大影响，股东同意，除非外资企业要求：

Given (i) that the business relationship between the WFOE (together with its affiliates) and Xing Cui Can has been established through the Service Agreement and (ii) that the daily business activities of Xing Cui Can will have a material impact on Xing Cui Can’s ability to pay the payables to the WFOE or its affiliates, the Shareholder agrees that, unless required by the WFOE:

(a)

不得通过任何股东决定、或以其他方式要求星璀璨向股东分配任何利润、资金、资产或财物；及

Each of the Shareholder shall not make any shareholder’s decision to, or otherwise request Xing Cui Can to, distribute any profits, funds, assets or property to the Shareholder; and

(b)

不得通过任何股东决定、或以其他方式要求星璀璨就股东所持的股权分派任何股息或进行其他方式的分配；但若星璀璨向股东进行股息分配或以其他方式进行分配，股东应于分配发生时立即且无条件向外资企业支付或转让其作为星璀璨的股东从星璀璨获得的任何股息或其他分配。

Each of the Shareholder shall not make any shareholder’s decision to, or otherwise request Xing Cui Can to, issue any dividends or other distributions with respect to the shares of Xing Cui Can held by the Shareholder; provided, however, if any dividends or other distributions are distributed to the Shareholder by Xing Cui Can, the Shareholder shall immediately and unconditionally pay or transfer to the WFOE any and all dividends or other distributions in whatsoever form obtained from Xing Cui Can as shareholder of Xing Cui Can at the time such distributions arise.

转让

Assignments

未获外资企业的事先书面同意，股东和星璀璨不得向任何第三方转让其各自在本协议项下的权利和义务。股东和星璀璨在此共同同意，外资企业可以其完全自主判断自行转让其在本协议下的权利和义务，且仅需向星璀璨和股东发出书面通知。

The Shareholder and Xing Cui Can shall not assign their respective rights and obligations under this Agreement to any third party without the prior written consent of the WFOE. The Shareholder and Xing Cui Can hereby jointly agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion and such transfer shall only be subject to a written notice sent to Xing Cui Can and the Shareholder.

本协议规定的权利和义务对各方的受让人、继承人、配偶、监护人、债权人或者任何其他有权对星璀璨之股权主张权利或者利益的其他人具有法定约束力，且无论该等权利和义务的转让是由接管、重组、继承、转让、死亡、丧失行为能力、破产、离婚或其他原因导致。

Rights and obligations under this Agreement shall be legally binding upon any assignees, successors, spouse, guardians and creditors of the Parties hereof or any other person that may be entitled to assume rights and interests in the shares of Xing Cui Can, no matter such assignment of obligations and rights is caused by takeover, restructuring, succession, assignment, death, incapacity, bankruptcy, divorce or any other reason.

陈述和保证

Representations and Warranties

股东和星璀璨特此向外资企业陈述和保证，截至本协议签署日：

The Shareholder and Xing Cui Can hereby represent and warrant to the WFOE as of the date of this Agreement, that:

5.1

其有完全的法律行为能力和授权签署本协议，且具有履行本协议项下义务的能力；

Each of the Shareholder and Xing Cui Can has full legal capacity and authorizations to execute and deliver this Agreement, and to perform their respective obligations under this Agreement;

5.2

其在本协议中承担的义务及责任为合法的、有效的、具有约束力的，并可按其条款强制执行；

The obligations and responsibilities of each of the Shareholder and Xing Cui Can in this Agreement are legal, valid, binding and enforceable in accordance with its terms;

5.3

签署和交付本协议以及履行其项下的任何义务，不会：(i) 导致违反任何相关的中国法律；(ii) 与星璀璨的公司章程、内部细则或其他组织文件抵触；(iii) 导致违反其订立或对其具有约束力的任何合同或文件，或构成该等合同或文件项下的违约；(iv) 导致违反向其发放的任何证照或许可的任何发放条件和/或持续有效的条件；及 (v) 导致向其发放的任何证照或许可被吊销、没收或附加额外条件；

The execution and delivery of this Agreement and the performance of any obligations under this Agreement: (i) do not cause any violation of any applicable PRC laws; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Xing Cui Can; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

5.4

在任何股东发生死亡，丧失行为能力或发生其他可能影响其持有或行使其持有的星璀璨的股权的情况下，相关股东的（i）任意继承人或（ii）根据该等股东签署的《股东承诺函》由外资企业指定的自然人或法人（“指定受让人”）将被视为本协议的签署一方，承担相关在本协议下的所有权利和义务。如发生任何继承或《股东承诺函》项下的股权转让，股东将办理一切必要的手续并采取一切必要的行动以促使该等股权转让获取所需的政府审批（如适用）。

In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Xing Cui Can, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Shareholders Commitment Letter issued by the relevant Shareholder will be regard as the a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

完整协议和协议修改

Entire Agreement and Amendment to Agreement

6.1

6.2

6.3

管辖法律

Governing Law

本协议受中国法律管辖且据其进行解释。

This Agreement shall be construed in accordance with and governed by the PRC laws.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对星璀璨之股权或土地资产的救济措施和针对星璀璨的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Shanghai. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Xing Cui Can and winding up orders against Xing Cui Can. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约法院、开曼群岛法院、中国法院和星璀璨主要资产所在地的法院均应被视为具有管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC and the courts of the places where the principal assets of Xing Cui Can are located, shall all be deemed to have jurisdiction.

损害和赔偿

Indemnities and Remedies

9.1

9.2

各方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

10.

保密条款

Confidentiality

10.1

Parties agrees to take all reasonable steps to protect and maintain the confidentiality of the confidential data and information received in connection with the performance of this Agreement (collectively, the “Confidential Information”). The Confidential Information receiving party shall not disclose, give or transfer any Confidential Information to any third party without the prior written consent from the Confidential Information providing party. Upon termination of this Agreement, the Confidential Information receiving party shall, at the Confidential Information providing party’s request, return any and all documents, information or software containing any of such Confidential Information to the Confidential Information providing party or destroy it, and delete all of such Confidential Information from any memory devices, and cease to use such Confidential Information.

10.2

双方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

11.

生效日和期限

Effective Date and Term

11.1

本协议于文首所载之日生效。

This Agreement shall be effective as of the date first set forth above.

11.2

本协议在星璀璨存续期间持续有效，除非根据第12条规定终止。

This Agreement shall remain effective as long as Xing Cui Can exists unless terminated as provided in Section 12.

11.3

12.

终止

Termination

12.1

股东和星璀璨均不得终止本协议。本协议在以下任何情况下终止，1）外资企业可随时于提前三十(30)天的书面通知星璀璨和股东后终止本协议；2）根据《独家购股权协议》，股东持有的星璀璨之股权已全部转让给外资企业和/或外资企业指定的第三方。

Neither of the Shareholder and Xing Cui Can shall have the right to terminate this Agreement. This Agreement shall be terminated i) by the WFOE at any time with thirty (30) days advance written notice to Xing Cui Can and the Shareholder; or ii) upon the transfer of all the shares held by the Shareholder to the WFOE and/or a third party designated by the WFOE pursuant to the Exclusive Option Agreement.

13.

通知

Notices

13.1

13.2

为通知的目的，各方地址如下：

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

公司：	耀世星辉新文娱（北京）科技有限公司

Company:	Glory Star New Media (Beijing) Technology Co., Ltd.

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：	唐庆飞

Recipient:	Qingfei Tang

公司：	星璀璨国际传媒（北京）有限公司

Company:	Xing Cui Can International Media (Beijing) Co., Ltd.

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：	唐庆飞

Recipient:	Qingfei Tang

姓名：	张兵

Name:	Zhang Bing

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	陆伽

Name:	Lu Jia

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	张冉

Name:	Zhang Ran

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	贺一星

Name:	He Yixing

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	张荣辉

Name:	Zhang Ronghui

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	林晖

Name:	Lin Hui

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	金晖

Name:	Jin Hui

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	郦韩英

Name:	Li Hanying

地址：	中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address:	22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：	张颖豪

Name:	Zhang Yinghao

地址：	中国广东省东莞市万江区官桥滘龙湾公园正门

Address:	Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：	肖建聪

Name:	Xiao Jiancong

地址：	中国北京市海淀区北四环西路58号理想国际大厦18层

Address:	18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

任何一方均可按本条条款通过向另一方发出通知随时更改其通知的收件地址。

Any Party may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

14.

可分割性

Severability

15.

文本

Counterparts

本协议由协议各方签署十三份正本，外资企业、股东和星璀璨各执一份，其余由外资企业持有，所有正本具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in thirteen originals by all Parties, with each of the WFOE, the Shareholder, and Xing Cui Can holding one original and the WFOE holding the rest. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

16.

语言

Languages

本协议英文和中文文本具有同等法律效力。若英文和中文文本有不一致，以中文为准。

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature:

/s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature:

/s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature:

/s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature:

/s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature:

/s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature:

/s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature:

/s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature:

/s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature:

/s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature:

/s/ Xiao Jiancong

附件

Schedule

星璀璨股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	张兵Zhang Bing		3,232,800		53.50	%
2	陆伽 Lu Jia		2,155,200		35.67	%
3	张冉 Zhang Ran		612,000		10.13	%
4	张荣辉 Zhang Ronghui		6,020		0.10	%
5	贺一星 He Yixing		6,020		0.10	%
6	林晖Lin Hui		6,020		0.10	%
7	金晖 Jin Hui		6,024		0.10	%
8	郦韩英 Li Hanying		6,024		0.10	%
9	张颖豪 Zhang Yinghao		6,024		0.10	%
10	肖建聪 Xiao Jiancong		6,024		0.10	%
合计 Sum			6,042,156		100.00	%

Exhibit 99(a)(5)(l)

独家购股权协议

EXCLUSIVE OPTION AGREEMENT

本独家购股权协议（“本协议”）于 2019 年 9 月 16 日由以下各方在_____订立：

This Exclusive Option Agreement (this “Agreement”) is entered into in _____ as of September 16, 2019 by and among the following parties:

(1)

(2)

星璀璨国际传媒（北京）有限公司(“星璀璨”),一家根据中国法律在中国北京注册成立的内资公司，地址为北京市朝阳区光华路5号院3号楼2层201内19室；和

(3)

张兵，一名中国公民，身份证号为430104196710302635（“股东一”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder A”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东二”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder B”);

张冉，一名中国公民，身份证号为110108198006286344（“股东三”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder C”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东四”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder D”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东五”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder E”);

林晖，一名中国公民，身份证号为310110196801157015（“股东六”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder F”);

金晖，一名中国公民，身份证号为31010919680401521X（“股东七”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder G”);

郦韩英，一名中国公民，身份证号为330625197107244426（“股东八”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder H”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东九”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder I”);

肖建聪，一名中国公民，身份证号为142623198012123419（“股东十”，与股东一、股东二、股东三、股东四、股东五、股东六、股东七、股东八和股东九合称为“股东”）。

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder J”, and together with the shareholders aforementioned, the “Shareholder”);

（以上外资企业、星璀璨和股东单独称为“一方”，合称为“各方”）。

(Each of WFOE, Xing Cui Can and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(A)

鉴于，股东持有星璀璨100%的股权（星璀璨的具体股东持股情况详见附件一）；

WHEREAS, the Shareholder holds 100% shares in Xing Cui Can (see Schedule 1 attached hereto for details of specific holdings for the Shareholder of Xing Cui Can);

(B)

鉴于，外资企业和星璀璨于 2019 年 9 月 16 日订立了一份独家服务总协议；

WHEREAS, the WFOE and Xing Cui Can entered into a master exclusive service agreement dated on September 16, 2019;

(C)

鉴于，外资企业、星璀璨以及股东于 2019 年 9 月 16 日订立了一份业务合作协议（“业务合作协议”）；

WHEREAS, the WFOE, Xing Cui Can and the Shareholder entered into a business cooperation agreement dated September 16, 2019 (the "Business Cooperation Agreement");

(D)

鉴于，外资企业、星璀璨及股东于 2019 年 9 月 16 日订立了一份股权质押协议（“股权质押协议”）；

WHEREAS, the WFOE, Xing Cui Can and the Shareholder entered into a share pledge agreement on September 16, 2019 (the "Share Pledge Agreement");

(E)

鉴于，股东分别在本协议签署之日向最终控股股东董事会出具了关于本协议和其在星璀璨直接或间接持有的权利和权益的书面股东承诺函（“《股东承诺函》”）；并且

WHEREAS, before the date of this agreement, the shareholder has respectively issued a written confirmation and guarantee letter (the “Shareholder Commitment Letter”) to Ultimate Controlling Shareholder’s Board upon their direct and indirect equity interest held in Xing Cui Can; and

(F)

鉴于，作为外资企业及其关联方为星璀璨的业务经营持续提供服务的对价，外资企业要求股东通过本协议向外资企业授予购买股东持有的星璀璨全部或部分股权的独家权利，由外资企业或外资企业指定方行使，且股东同意授予外资企业独家购买星璀璨全部或部分股权的权利。

WHEREAS, as the consideration for the WFOE and its affiliates to continuously provide Xing Cui Can with services necessary for their business operation, the WFOE has requested the Shareholder to grant the WFOE an exclusive option through this Agreement which can be exercised by the WFOE or the WFOE's designee, and the Shareholder has agreed to grant such exclusive option to purchase all or part of the shares held by the Shareholder in Xing Cui Can.

(G)

有鉴于此，基于本协议包含的前提、陈述、保证、承诺和约定，本协议各方愿意受其法律约束并约定如下：

协议

AGREEMENT

标的股权

Target Shares

1.1

股东在此不可撤销地且无任何附加条件地授予外资企业一项选择权，使外资企业在中国法律允许的前提下，要求股东向外资企业或外资企业指定的第三方（“被指定方”）全部或部分（以外资企业的具体要求为准）转让股东持有的星璀璨的股权（“标的股权”），且股东应按照外资企业的要求向外资企业和/或被指定方转让标的股权（“股权转让选择权”），除外资企业和/或被指定方外，任何其他第三方均不得享有股权转让选择权。

Shareholders irrevocably and unconditionally grant WFOE an option to require the Shareholder to transfer any and all of the shares of Xing Cui Can that the Shareholder holds (the “Target Shares”) to the WFOE and/or a third party designated by the WFOE (the “Designee”) under applicable PRC laws, in whole or in part, subject to the WFOE’s specific requirements (“Share Transfer Option”), and the Shareholder shall transfer the Target Shares to the WFOE and/or its Designee(s), who shall have exclusive rights over the Share Transfer Option, in accordance with the WFOE’s requirements

1.2

外资企业有权随时行使其全部或部分购买权，取得全部或部分标的股权，且行权次数不限。

The WFOE shall have the right to exercise its purchase right in whole or in part and to acquire the Target Shares in whole or in part without any limit at any time and from time to time.

1.3

外资企业有权指定任何第三方取得全部或部分标的股权，股东不得拒绝，并应按照外资企业的要求向该等被指定方转让全部或部分标的股权。

1.4

按本协议向外资企业或其被指定方转让标的股权以前，未经外资企业事先书面同意，股东不得向任何第三方转让标的股权。

1.5

股东就于本协议生效前股东之间关于限制星璀璨股权转让的相关条款或安排，关于星璀璨新增股本及股权转让的优先认购权及优先购买权的相关条款或安排以及任何与星璀璨股权处置相关的权利（如有）(合称“原限制性条款和优先权”)不存在任何争议；本协议生效后，股东就原限制性条款和优先权的相关一切权利义务自行消灭，股东不得再以任何形式就原限制性条款和优先权主张履行、违约等相关责任。

There is no dispute among Shareholder regarding the agreement or arrangement which be reached before the execution of this Agreement on the restriction on transfer of shares of Xing Cui Can, the pre-emptive right for increasing capital or transfer of shares of Xing Cui Can, and any rights relating to the disposal of shares of Xing Cui Can (if any) (collectively the “Original Restrictive terms and Pre-emptive right”); with the execution of this Agreement, all rights and obligations arising out of from Original Restrictive terms and Pre-emptive right shall eliminate. Shareholder shall no longer claim for performance, breach of contract, etc. in any form according to Original Restrictive terms and Pre-emptive right.

程序

Procedures

2.1

2.2

若外资企业根据上述第1.1条规定决定行使股权转让选择权，应向星璀璨和股东发出书面通知，其中说明拟受让标的股权的比例、受让方的身份（“股权购买通知”）。星璀璨和股东应在股权购买通知之日起的七日内，为办理上述股权转让的登记过户提供必要的全部资料和文件。

If the WFOE decides to exercise the Share Transfer Option pursuant to Section 1.1 hereinabove, it shall send written notice to Xing Cui Can and the Shareholder which specifies the proportion of the Target Shares to be acquired and identifies the transferee (the “Share Purchase Notice”). Xing Cui Can and the Shareholder shall furnish all materials and documents necessary for the registration of said share transfer within seven days after the date of Share Purchase Notice.

2.3

在行使股权转让选择权时，若不止一位股东持有星璀璨的股权，则本协议项下的股东和星璀璨应促使星璀璨的其他股东做出书面说明，同意向外资企业和/或被指定方转让标的股权，并放弃与之相关的任何优先购买权；

If at the time of exercising the Share Transfer Option, more than one shareholder hold shares in Xing Cui Can, the Shareholder and Xing Cui Can shall cause such other shareholders to provide their written consent to the transfer of the Target Shares to the WFOE and/or the Designee(s) and to waive any preemptive right related thereto;

2.4

星璀璨和股东应就按本协议和股权购买通知进行的各次标的股权转让，促使股东和外资企业和/或各被指定方（依实际情况而定）之间签署一份股权转让协议；

Xing Cui Can and the Shareholder shall cause a Share Transfer Agreement to be duly executed with respect to each transfer to the WFOE and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Share Purchase Notice regarding the Target Shares;

2.5

转让价款

Transfer Price

3.1

3.2

转让标的股权产生的全部税费、费用和杂费应由各方按照中国法律各自承担。

All the taxes, fees and expenses arising from the transfer of the Target Shares shall be borne by each Party respectively in accordance with the PRC Laws.

承诺

Covenants

4.1

星璀璨和股东的承诺

Covenants of Xing Cui Can and the Shareholder

股东（作为星璀璨的股东）和星璀璨特此承诺如下：

The Shareholder (as the shareholder of Xing Cui Can) and Xing Cui Can hereby covenant as follows:

4.1.1

未经外资企业事先书面同意，其不会通过任何形式补充、变更或修改星璀璨的公司章程和内部细则，不会增减星璀璨的注册资本，也不会通过其他方式变更星璀璨的注册资本结构；

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

4.1.2

其应谨慎、有效地经营星璀璨公司业务和处理公司事务，按照良好的财务和商业标准及实务维持星璀璨的存续；

They shall maintain Xing Cui Can’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business and handling its affairs;

4.1.3

未经外资企业事先书面同意，其不会在本协议签署后通过任何方式出售、转让、抵押或处置星璀璨的任何资产（除在日常经营过程中产生的资产处置）或星璀璨业务或收入中的法定或受益权益，也不会允许设置任何相关的担保权益；

Without the prior written consent of the WFOE, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Xing Cui Can (except in the ordinary course of business), or legal or beneficial interest in the business or revenues of Xing Cui Can, or allow the encumbrance thereon of any security interest;

4.1.4

未经外资企业事先书面同意，其不会发生、继承、担保或承受任何债务，但不包括在正常业务过程中发生的债务；

Without the prior written consent of the WFOE, they shall not incur, inherit, guarantee or assume any debt, except for debts incurred in the ordinary course of business;

4.1.5

其应在经营星璀璨全部业务的正常运营过程中，一直保持星璀璨的资产价值，不得采取可能对星璀璨业务状况和资产价值产生不利影响的任何行为/不作为；

They shall always operate all of Xing Cui Can’s businesses during the ordinary course of business to maintain the asset value of Xing Cui Can and refrain from any action/omission that may adversely affect Xing Cui Can’s operating status and asset value;

4.1.6

未经外资企业事先书面同意，其不会促使星璀璨签署任何重大合同，但在正常业务过程中签署的除外（就本段而言，如果一份合同的价值超过人民币100万元，即被视为重大合同）；

Without the prior written consent of the WFOE, they shall not cause Xing Cui Can to execute any material contract, except the contracts executed in the ordinary course of business (for purpose of this subsection, a contract shall be defined as a material one at the amount beyond one million RMB);

4.1.7

未经外资企业事先书面同意，其不会促使星璀璨向任何人提供任何贷款或信贷，但正常业务过程中提供的除外；

Without the prior written consent of the WFOE, they shall not cause Xing Cui Can to provide any person with any loan or credit other than in the course of ordinary business;

4.1.8

其应在外资企业提出要求时提供有关星璀璨业务经营和财务状况的相关资料；

They shall provide the WFOE with information on Xing Cui Can’s business operations and financial condition at WFOE’s request;

4.1.9

如外资企业要求，其应为星璀璨的资产和业务从符合外资企业要求的保险公司处购买并持有保险，保险金额和险种应符合同类公司购买的金额和种类；

If requested by the WFOE, they shall procure and maintain insurance in respect of Xing Cui Can’s assets and business from an insurance carrier acceptable to the WFOE, at an amount and type of coverage typical for companies that operate similar businesses;

4.1.10

未经外资企业事先书面同意，其不会促使或允许星璀璨与任何人进行合并或整合或向任何人进行收购或投资，或促使或允许星璀璨出售其价值在人民币100万元之上的资产；

Without the prior written consent of the WFOE, they shall neither cause or permit Xing Cui Can to merge, consolidate with, acquire or invest in any person; nor shall they cause or permit Xing Cui Can to sell its assets worth beyond one million RMB;

4.1.11

如发生或可能发生与星璀璨的资产、业务或收入相关的任何诉讼、仲裁或行政程序以及可能对星璀璨的存续、业务经营、财务状况、资产或商誉产生不利影响的状况，其应立即通知外资企业，并及时采取一切外资企业认可的措施排除该等不利状况或对其采取有效的补救措施；

They shall immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Xing Cui Can’s assets, business or revenue as well as of any conditions may cause an adverse material impact on Xing Cui Can’s existence, operation, financial status, assets or goodwill; they shall take timely measures approved by the WFOE to eliminate such conditions or make effective remedies against them;

4.1.12

为保持星璀璨对其全部资产的所有权，其应签署全部必要或适当的文件，采取全部必要或适当的行为，提交全部必要或适当的控告，或针对全部索赔提出必要和适当的抗辩；

To maintain the ownership by Xing Cui Can 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;

4.1.13

未经外资企业事先书面同意，其应确保星璀璨不会通过任何方式向股东分配股息，但在外资企业书面要求时，星璀璨应立即向股东分配全部或部分可分配利润，然后再由股东立即并无条件地将上述分配支付或转移至外资企业；

Without the prior written consent of the WFOE, they shall ensure that Xing Cui Can shall not in any manner distribute dividends to its shareholder, provided that upon the WFOE’s written request, Xing Cui Can shall immediately distribute part or all distributable profits to its shareholder who shall in turn immediately and unconditionally pay or transfer to the WFOE any such distribution;

4.1.14

星璀璨的董事和/或执行董事的安排和调任应根据业务合作协议第2条的规定执行；

The engagement and replacement of directors and/or executive director of Xing Cui Can shall be carried out in accordance with Section 2 of the Business Cooperation Agreement;

4.1.15

除非中国法律强制要求，未经外资企业事先书面同意，星璀璨不得解散或清算；

Unless otherwise mandatorily required by PRC laws, Xing Cui Can shall not be dissolved or liquated without the prior written consent by the WFOE;

4.1.16

4.2

有关星璀璨之股权的承诺

Covenants regarding Shares in Xing Cui Can

股东特此承诺如下：

The Shareholder hereby covenants as follows:

4.2.1

4.2.2

股东应促使星璀璨的董事会和/或执行董事在未经外资企业事先书面同意情况下, 对以任何方式出售、转让、抵押或处置标的股权的任何法定或受益权益不予批准，也不允许在其上设置任何其他担保权益，但按照股权质押协议对标的股权进行的质押除外；

The Shareholder shall cause the board of directors and/or the executive director of Xing Cui Can not to approve the sale, transfer, mortgage or disposition in any manner of any legal or beneficial interest in the Target Shares or allow the encumbrance thereon of any security interest, without the prior written consent of the WFOE, except for the pledge placed on the Target Shares in accordance with the Share Pledge Agreement;

4.2.3

股东应，并应促使星璀璨的董事会和/或执行董事，在未经外资企业事先书面同意情况下, 对星璀璨与任何人的合并或整合，或对任何人进行收购或投资不予批准；

The Shareholder shall not to, and shall cause the board of directors and/or the executive director of Xing Cui Can 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 the WFOE;

4.2.4

如发生或可能发生与标的股权相关的任何诉讼、仲裁或行政程序，股东应立即通知外资企业；

The Shareholder shall immediately notify the WFOE of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the Target Shares;

4.2.5

在外资企业随时要求时，股东应及时和无条件地促使标的股权的转让按本协议规定得到批准和完成；

At the request of the WFOE at any time, the Shareholder shall promptly and unconditionally cause the transfer of the Target Shares to be approved and consummated as set forth in this Agreement;

4.2.6

为保持股东对星璀璨的所有权，股东应签署全部必要或适当的文件，采取全部必要或适当的行为，提交全部必要或适当的控告，或针对全部索赔提出必要和适当的抗辩；

To the extent necessary to maintain the Shareholder's ownership in Xing Cui Can, the Shareholder 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;

4.2.7

如股东从星璀璨获得任何利润、分红、股利、股息或清算所得，股东应在遵从中国法律的前提下将其及时赠予外资企业或外资企业指定的任何实体；和

The Shareholder shall promptly donate any profit, interest, dividend or proceeds of liquidation received from Xing Cui Can to the WFOE or any other entity designated by the WFOE to the extent permitted under applicable PRC laws; and

4.2.8

股东应严格遵守本协议以及股东、外资企业和星璀璨之间共同或单独签署的其他合同规定，履行其中的义务，不得进行任何可能影响上述协议和合同的有效性和可执行性的作为/不作为。若股东在本协议、或股权质押协议、或对外资企业授权的委托协议及授权委托书项下的股权还留存有任何权利，股东不得行使该等权利，除非按照外资企业的书面指示行事。

The Shareholder shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among the Shareholder, the WFOE and Xing Cui Can, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability hereof and thereof. To the extent that the Shareholder has any remaining rights with respect to the shares subject to this Agreement hereunder or under the Share Pledge Agreement or under the proxy agreement and power of attorney granted in favor of the WFOE, the Shareholder shall not exercise such rights except in accordance with the written instructions of the WFOE.

陈述和保证

Representations and Warranties

股东和星璀璨特此向外资企业陈述和保证，截至本协议签署日和各标的股权转让日：

The Shareholder and Xing Cui Can hereby represent and warrant to the WFOE as of the date of this Agreement and each date of transfer of the Target Shares, that:

5.1

其有完全的法律行为能力和授权签署本协议和涉及标的股权转让的相关股权转让协议，且具有履行本协议和任何股权转让协议项下义务的能力；

Each of the Shareholder and Xing Cui Can has full legal capacity and authorizations to execute and deliver this Agreement and any relevant Share Transfer Agreement(s) concerning the Target Shares to be transferred thereunder, and to perform their respective obligations under this Agreement and any Share Transfer Agreement(s);

5.2

其在本协议中承担的义务及责任为合法的、有效的、具有约束力的，并可按其条款强制执行；

The obligations and responsibilities of each of the Shareholder and Xing Cui Can in this Agreement are legal, valid, binding and enforceable in accordance with its terms;

5.3

签署和交付本协议或任何股权转让协议以及履行其项下的任何义务，不会：(i) 导致违反任何相关的中国法律；(ii) 与星璀璨的公司章程、内部细则或其他组织文件抵触；(iii) 导致违反其订立或对其具有约束力的任何合同或文件，或构成该等合同或文件项下的违约；(iv) 导致违反向其发放的任何证照或许可的任何发放条件和/或持续有效的条件；及 (v) 导致向其发放的任何证照或许可被吊销、没收或附加额外条件；

The execution and delivery of this Agreement or any Share Transfer Agreement(s) and the performance of any obligations under this Agreement or any Share Transfer Agreement(s): (i) do not cause any violation of any applicable PRC laws; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Xing Cui Can; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

5.4

股东对标的股权拥有有效和可出售的所有权。除股权质押协议外，股东未对标的股权设置任何担保权益；

The Shareholder has good and merchantable title to the Target Shares. Except for the Share Pledge Agreement, the Shareholder has not placed any security interest on the Target Shares;

5.5

星璀璨对其全部资产拥有有效和可出售的所有权，未对上述资产设置任何担保权益，但已向外资企业披露且已获得外资企业书面同意的担保权益除外；

Xing Cui Can has good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets, except for encumbrance disclosed to the WFOE for which WFOE's written consent has been obtained;

5.6

星璀璨无任何尚未偿还的债务，但不包括 (i) 在正常业务过程中发生的债务；和 (ii) 已向外资企业披露且已获得外资企业书面同意的债务；

Xing Cui Can does not have any outstanding debts, except for (i) debts incurred in the ordinary course of business; and (ii) debts disclosed to the WFOE for which WFOE’s written consent has been obtained;

5.7

星璀璨已遵守适用的全部中国法律法规。

Xing Cui Can has complied with all applicable PRC laws and regulations.

5.8

如果星璀璨应中国法律要求解散或清算，其应在中国法律许可的范围内，并按中国法律允许的最低价格将其所有的资产出售予外资企业或外资企业指定的其他合格主体。星璀璨在届时有效的中国法适用范围内豁免外资企业或其指定之合格主体因此而产生的任何支付义务；或任何该交易产生之收益应在届时有效的中国法适用的范围内，作为独家业务合作协议下之服务费之一部分而支付予外资企业或外资企业指定的合格主体；

If Xing Cui Can is dissolved or liquidated as required by PRC law, it shall sell all its assets to the WFOE or other qualified entities designated by the WFOE within the scope as well as at the lowest price permitted by PRC law. Xing Cui Can shall waive any payment obligation arising from aforementioned condition for the WFOE or its designated qualified entity within the scope of applicable PRC law at that time; or any proceeds arising from the transaction shall be pay towards the WFOE or its designated qualified entity as part of the service fee under the Exclusive Business Cooperation Agreement within the scope of applicable PRC law at that time;

5.9

没有悬而未决的或可能发生的与星璀璨的股权、资产有关的诉讼、仲裁或行政程序;

No occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Xing Cui Can’s equity or assets;

5.10

In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Xing Cui Can, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Shareholders Commitment Letter issued by the relevant Shareholder will be regard as a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

税务和费用

Taxes and Fees

保密

Confidentiality

转让

Assignment

8.1

未经外资企业事先书面同意，星璀璨和股东不得向任何第三方转让各自在本协议项下的任何权利或义务。

Xing Cui Can and the Shareholder shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

8.2

星璀璨和股东特此同意，外资企业可以其完全自主判断自行转让其在本协议项下的权利和义务，且仅需向星璀璨和股东发出转让本协议下权利义务的书面通知。

Xing Cui Can and the Shareholder hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide at its sole discretion, and such assignment shall only be subject to a written notice sent to Xing Cui Can and the Shareholder.

完整协议和协议修改

Entire Agreement and Amendment to Agreement

9.1

This Agreement and all agreements and/or documents mentioned or included explicitly by this Agreement constitute the complete agreement with respect to the subject matter of this Agreement and shall substitute any and all prior oral agreements, contracts, understandings and communications made by the Parties with respect to the subject matter of this Agreement.

9.2

Any modification of this Agreement shall be made in a written form and shall only become effective upon execution by all Parties of this Agreement. Modifications and supplements to this Agreements duly executed by the Parties shall be parts of this Agreement and shall have the same legal effect as this Agreement.

9.3

9.4

9.5

附件是本协议的必要组成部分，与本协议的其他部分具有同等法律效力。

The Schedules are an integral part of this Agreement and have the same legal effects as the other parts of the Agreement.

10.

管辖法律

Governing Law

本协议依中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

11.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果在任何一方要求其他各方通过协商解决争议后30天之内各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁使用的语言应为中文。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对星璀璨之股权或土地资产的救济措施和针对星璀璨的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within 30 days after any Party request to settle the dispute, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration. The place of arbitration shall be in Shanghai and the arbitration procedure shall be conducted in Chinese language. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Xing Cui Can and winding up orders against Xing Cui Can. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约、开曼群岛、星璀璨的注册成立地（即中国北京）及最终控股股东或星璀璨主要资产所在地的法院，对前述目的拥有司法管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC (the registered place of Xing Cui Can) and the courts of the places where the principal assets of Ultimate Controlling Shareholder or Xing Cui Can are located, shall all be deemed to have jurisdiction.

12.

生效日和期限

Effective Date and Term

本协议于文首标明的日期签署并应自该等日期起生效。除非依本协议或各方另行签署的其他协议的规定提前终止，本协议有效期至本协议文首标明之日起第10年止。有效期满后，除非外资企业决定不延长有效期并在有效期届满前30日内书面通知股东和星璀璨，上述有效期将无限次延长，每次5年。

This Agreement shall be duly executed and come into effect on the date appearing at the head of this Agreement. Unless terminated earlier in accordance with this Agreement or other agreements entered into among the Parties, this Agreement shall be valid until the tenth year from the date aforementioned. After the expiration of the ten-year period, the validity period shall be extended indefinitely for five years each time, unless the WFOE decides not to extend the period and notify the Shareholder and Xing Cui Can within 30 days before the expiration of the validity period.

13.

终止

Termination

星璀璨和股东均无权终止本协议。本协议在以下任何情况下终止，1）外资企业可随时于提前三十(30)天的书面通知星璀璨和股东后终止本协议；或2）根据本协议，股东持有的星璀璨之股权已全部转让给外资企业和/或其被指定方。

14.

损害和赔偿

Indemnities and Remedies

14.1

14.2

除法律明确规定外，股东及星璀璨均无权因外资企业违反合同而终止本协议。

Except as expressly provided by law, the Shareholder and Xing Cui Can will not be entitled to terminate this Agreement due to a breach of contract by the WFOE.

14.3

各方同意本协议终止或失效时，本条仍然有效。

The Parties agree that this section shall survive the termination or expiration of this Agreement.

15.

通知

Notices

为通知的目的，各方地址如下：

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

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

任何一方均可按本条条款通过向其他各方发出通知随时更改其通知的收件地址。

Any Party may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

16.

可分割性

Severability

17.

继任者

Successor

本协议对各方各自的继任者和该等各方所允许的受让方均具有约束力。

This Agreement is binding on the respective successors of the Parties and the transferees permitted by such parties.

18.

继续有效

Continually Effective

18.1

本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后应继续有效。

Any obligations arising or due under this Agreement prior to the expiration or early termination shall be continually effective after the expiration or early termination.

18.2

第10、11、15条和本第18条的规定在本协议终止后应继续有效。

Section 10, 11, 15 and 18 shall continue to be valid after the termination of this Agreement.

19.

弃权

Waiver

20.

文本

Counterparts

本协议正本一式十三(13)份，每方各执一份，其余由外资企业持有。所有原件具有同等法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in thirteen originals by all Parties, with each Party holding one original and the WFOE holding the rest. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

21.

语言

Languages

本协议英文和中文文本具有同等法律效力。英文和中文若有不一致，以中文文本为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature:

/s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature:

/s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature:

/s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature:

/s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature:

/s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature:

/s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature:

/s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature:

/s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature:

/s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature:

/s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature:

/s/ Xiao Jiancong

附件一

Schedule 1

星璀璨股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	张兵Zhang Bing		3,232,800		53.50	%
2	陆伽 Lu Jia		2,155,200		35.67	%
3	张冉 Zhang Ran		612,000		10.13	%
4	张荣辉 Zhang Ronghui		6,020		0.10	%
5	贺一星 He Yixing		6,020		0.10	%
6	林晖Lin Hui		6,020		0.10	%
7	金晖 Jin Hui		6,024		0.10	%
8	郦韩英 Li Hanying		6,024		0.10	%
9	张颖豪 Zhang Yinghao		6,024		0.10	%
10	肖建聪 Xiao Jiancong		6,024		0.10	%
合计 Sum			6,042,156		100.00	%

附件二
Schedule 2

股权转让协议
Share Transfer Agreement

本股权转让协议（“本协议”）由以下各方在中国北京订立：

This Share Transfer Agreement (this “Agreement”) is entered into in Beijing, China by:

转让方Transferor:：张兵 Zhang Bing

陆伽 Lu Jia

张冉 Zhang Ran

贺一星 He Yixing

张荣辉 Zhang Ronghui

林晖 Lin Hui

金晖 Jin Hui

郦韩英 Li Hanying

张颖豪 Zhang Yinghao

肖建聪 Xiao Jiancong

受让方Transferee：耀世星辉新文娱（北京）科技有限公司Glory Star New Media (Beijing) Technology Co., Ltd.

星璀璨国际传媒（北京）有限公司（“星璀璨”），一家依照中国法律设立和存续的有限责任公司，地址为北京市朝阳区光华路5号院3号楼2层201内19室。

（以上转让方和受让方各称为“一方”，合称为“双方”）。

(Each of Transferor and Transferee, a “Party”, and collectively the “Parties”).

鉴于，转让方、受让方以及星璀璨已于年月日签订独家购股权协议，由转让方授予受让方一项购买转让方所持有的全部或部分星璀璨股权的不可撤销的、专有的选择权（“独家购股权协议”）；

WHEREAS, the Transferor, the Transferee and Xing Cui Can entered into an Exclusive Option Agreement dated on ___________, _____, in which the Transferor agreed to grant the Transferee an irrevocable and exclusive option to purchase all or part of the shares held by the Transferor in Xing Cui Can (the “Exclusive Option Agreement”).

双方现就股权转让约定如下：

NOW, the Parties agree as follows concerning the share transfer:

拟转让的股权

Target Shares

1.1

转让方同意将所持有的星璀璨_____%股权转让给受让方，受让方同意受让上述股权。

The Transferor agrees to transfer to the transferee_____ % of shares of Xing Cui Can held by the Transferor, and the Transferee agrees to accept said shares.

1.2

转让方在此放弃、且同意促成放弃，在适用的中国法律、公司章程或其他规定下可能对股权转让存在任何限制的优先权。

价格及支付方式

Price and Payment

2.1

转让股权的转让总价为__________________人民币。

The total transfer price for the target shares is RMB ______.

2.2

责任和义务

Responsibilities and Obligations

3.1

转让方责任和义务

The Transferor’s Responsibilities and Obligations

(a)

(b)

3.2

受让方责任和义务

The Transferee’s Responsibilities and Obligations

(a)

按照本协议第2条之规定向转让方足额支付价款。

The Transferee shall pay the Transferor the Transfer Price in full amount pursuant to Section 2 in this Agreement.

(b)

向转让方提供办理第3.1(b)条中提到的本次股权转让手续的合理协助。

The Transferee shall provide the Transferor with reasonable assistance that when the Transferor complete the share transfer formalities pursuant to Section 3.1(b) in this Agreement.

损害和赔偿

Indemnities and Remedies

保密

Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of the other Party, it shall not disclose any relevant information to any third parties, except under the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or regulations or rules of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, provided that such legal counsel or financial advisor is also bound by confidentiality duties similar to the duties set out in this section. Disclosure of any confidential information by the staff members or agency 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.

管辖法律和争议解决

Governing Law and Dispute Resolution

6.1

本协议依中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

6.2

6.3

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of Beijing (the registered place of Xing Cui Can) and the courts of the places where the principal assets of the Ultimate Controlling Shareholder or Xing Cui Can are located, shall all be deemed to have jurisdiction.

费用

Fees

Each Party shall pay its own costs and disbursements of and incidental to this Agreement, including legal fee, cost of production, Stamp duty and any other taxes and fees.

可分割性

Severability

协议的修改补充

Amendment and Supplement to Agreement

双方应以书面协议方式对本协议做出修改和补充。经过双方适当签字的有关本协议的修改和补充是本协议的组成部分，具有与本协议同等的法律效力。

10.

其它

Miscellaneous

10.1

本协议正本一式____份，双方各持1份，具有同等的法律效力。

This Agreement shall be executed in ____ originals by all Parties, with each Party holding one original. All originals shall have the same legal effect.

10.2

本协议自双方签字盖章之日起生效。

This Agreement shall come into effect immediately after all Parties put their signatures and seals on.

Exhibit 99(a)(5)(m)

股权质押协议

SHARE PLEDGE AGREEMENT

本股权质押协议（“本协议”）由以下各方于 2019 年 9 月 16 日在_____订立：

This Share Pledge Agreement (this “Agreement”) is entered into in _____ as of September 16, 2019 by and among the following parties:

(1)

Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), a wholly foreign-owned enterprise registered in Beijing, the People’s Republic of China (“China” or “PRC”), under the PRC laws; its address is North of Cultural Camp Village, Gaoliying Town, Shunyi District, Beijing (Science and Technology Innovation Zone, No.1 Linkong Second Road).WFOE’s equity is ultimately beneficially held 100% by Glory Star New Media Group Limited (the “Ultimate Controlling Shareholder”), a limited liability company exempted in the Cayman Islands;

(2)

星璀璨国际传媒（北京）有限公司(“星璀璨”)，一家根据中国法律在中国北京注册成立的内资公司, 地址为北京市朝阳区光华路5号院3号楼2层201内19室；和

(3)

张兵，一名中国公民，身份证号为430104196710302635（“股东一”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder A”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东二”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder B”);

张冉，一名中国公民，身份证号为110108198006286344（“股东三”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder C”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东四”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder D”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东五”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder E”);

林晖，一名中国公民，身份证号为310110196801157015（“股东六”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder F”);

金晖，一名中国公民，身份证号为31010919680401521X（“股东七”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder G”);

郦韩英，一名中国公民，身份证号为330625197107244426（“股东八”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder H”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东九”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder I”);

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder J”, and together with the shareholders aforementioned, the “Shareholder”).

（以上外资企业、星璀璨和股东单独称为“一方”，合称为“各方”）。

(Each of WFOE, Xing Cui Can and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(A)

鉴于，股东持有星璀璨100%的股权（星璀璨的具体股东持股情况详见附录）；

WHEREAS, the Shareholder holds 100% shares in Xing Cui Can (see the attachment hereto for details of specific holdings for the Shareholder of Xing Cui Can);

(B)

鉴于，外资企业和星璀璨已于 2019 年 9 月 16 日签署了一份独家服务总协议（“服务协议”）；

WHEREAS, the WFOE and Xing Cui Can entered into a Master Exclusive Service agreement dated September 16, 2019 (the “Service Agreement”) ;

(C)

鉴于，外资企业、星璀璨和股东于 2019 年 9 月 16 日签署了一份业务合作协议（“业务合作协议”）；

WHEREAS, the WFOE, Xing Cui Can and the Shareholder entered into a business cooperation agreement dated September 16, 2019 (the “Business Cooperation Agreement”);

(D)

鉴于，外资企业、星璀璨和股东于 2019 年 9 月 16 日签署了一份独家购股权协议（“独家购股权协议”，与服务协议和业务合作协议以及由股东、星璀璨以及外资企业不时签订的各协议一同合称为“主协议”）；

WHEREAS, the WFOE, Xing Cui Can and the Shareholder entered into an Exclusive Option Agreement dated September 16, 2019 (the “Exclusive Option Agreement”, together with the Service Agreement and the Business Cooperation Agreement and the agreements to be executed among the Shareholder, Xing Cui Can and the WFOE from time to time, the “Principal Agreements”);

(E)

(F)

鉴于，外资企业要求股东无条件和不可撤销地将其持有的星璀璨100%股权质押给外资企业，作为对股东、星璀璨履行主协议项下义务的担保，且股东同意提供该担保。

WHEREAS, the WFOE requests the Shareholder to pledge 100% shares of Xing Cui Can he or she owns to the WFOE unconditionally and irrevocably, as security for the performance of the obligations by the Shareholder and Xing Cui Can under the Principal Agreements, and the Shareholder agrees to provide such security.

(G)

有鉴于此，基于本协议中包含的各项前提、声明、保证、承诺和约定，各方愿意受其法律约束，并达成如下约定：

协议

AGREEMENT

主协议

Principal Agreements

本协议各方认可并确认，本协议项下质押担保的主协议包括服务协议、业务合作协议、独家购股权协议，以及由股东、星璀璨以及外资企业不时签订的各协议。

质押

The Pledge

股东同意无条件和不可撤销地将其持有的星璀璨全部股权质押给外资企业（“质押股权”），作为对股东、星璀璨履行主协议项下义务的担保（“质押”）。

The Shareholder agrees to pledge all of the shares of Xing Cui Can that he or she owns (the "Pledged Shares") to the WFOE unconditionally and irrevocably, as a security for the performance of the obligations by the Shareholder and Xing Cui Can under the Principal Agreements (the “Pledge”).

质押范围

The Scope of Pledge

本协议项下的质押所担保的范围包括股东、星璀璨在主协议下的全部欠款、义务和债务、为行使债权人权利和质押而发生的费用、外资企业因股东和/或星璀璨的任何违约事件（定义见第8.1条）而遭受的全部直接、间接、衍生损失和可预计利益的丧失（该等损失的金额的依据包括但不限于外资企业合理的商业计划和盈利预测、星璀璨在服务协议项下应支付的服务费用）和任何其他相关费用（“担保债务”）。为避免疑义，质押的范围不受股东出资金额的限制。

The Pledge under this Agreement shall cover all indebtedness, obligations and liabilities of the Shareholder and Xing Cui Can under the Principal Agreements, any fees for exercising the creditor's rights and the Pledge, all the direct, indirect and derivative losses and losses of anticipated profits, suffered by the WFOE, incurred as a result of any Event of Default (as defined in Section 8.1) (the amount of such loss shall be calculated in accordance with the reasonable business plan and profit forecast of the WFOE and the service fees payable to the WFOE under the Service Agreement, among other factors) and any other related expenses (the “Secured Indebtedness”). For the avoidance of doubt, the scope of the Pledge shall not be limited by the amount of the Shareholder’s capital contribution.

质押期限

The Term of Pledge

4.1

质押持续有效，直至主协议被履行完毕且令外资企业满意，或直至所有主协议有效期已经届满或已经终止，以发生时间较晚的为准。

4.2

在质押有效期内，如果股东或星璀璨未能履行主协议项下各自的义务，外资企业有权根据本协议规定处置全部或部分质押股权。

During the term of the Pledge, in the event that either the Shareholder or Xing Cui Can fails to perform any of their respective obligations under the Principal Agreements, the WFOE shall have the right to dispose of the Pledged Shares entirely or partially in accordance with the provisions of this Agreement.

4.3

外资企业有权收取质押股权在质押期间内产生的股息。

The WFOE shall have the right to collect dividends generated by the Pledged Shares during the term of the Pledge.

登记

Registration

5.1

星璀璨应(1)在本协议签署之日，在星璀璨股东名册中登记质押，并向外资企业提供该股东名册，且(2)在本协议签署后尽可能最短的时间内（在任何情况下均不得迟于本协议签署日后第20天），向市场监督管理主管部门（“市场监管局”）提交质押登记申请，及取得相关的证明文件。股东和星璀璨应提交和完成中国法律、法规和相关市场监管局要求的所有文件和程序，以确保向市场监管局提交质押后尽快完成相关登记程序。

Xing Cui Can shall (1) on the date of execution of this Agreement, record the Pledge in the shareholders’ register of Xing Cui Can and provide the shareholders’ register to the WFOE, and (2) submit an application to the Market Supervision Administration Authority (the “MSB”) for the registration of the Pledge as soon as practicable following the execution of this Agreement (under no circumstances shall be later than the 20^th day after the signing date of this Agreement) and obtain evidencing documents of such registration. The Shareholder and Xing Cui Can shall submit all necessary documents and complete all necessary procedures, as required by PRC laws and regulations and the MSB, to ensure that the Pledge shall be registered with the MSB as soon as possible after filing.

5.2

不限于本协议中的任何规定，在质押期间，星璀璨的股东名册原件应由外资企业或其指定人保管。

Without limitation to any provision of this Agreement, during the term of the Pledge, the original shareholders’ register of Xing Cui Can shall be in the custody of the WFOE or its designated person.

5.3

如获外资企业事先同意，股东可以增加对星璀璨的出资，但前提是股东对星璀璨的任何出资都要受本协议规定之约束。星璀璨应根据本第5条规定立即变更其股东名册，并于五个工作日内向市场监管局进行质押的变更登记。

With the prior consent of the WFOE, the Shareholder may increase her capital contribution to Xing Cui Can, provided that any capital contribution by the Shareholder to Xing Cui Can shall be subject to this Agreement. Xing Cui Can shall immediately amend the shareholders’ register and register the change to the Pledge with the MSB pursuant to the provisions in this Section 5 within five working days.

股东的声明和保证

The Shareholder’s Representations and Warranties

股东特此向外资企业陈述和保证：

The Shareholder hereby represents and warrants to the WFOE that:

6.1

股东是质押股权的唯一合法所有人。

The Shareholder is the sole legal owner of the Pledged Shares.

6.2

除本协议项下的质押以外，股东没有在质押股权上设置任何担保权益或其他权利负担。

Except for the Pledge, the Shareholder has not placed any security interest or other encumbrance on the Pledged Shares.

6.3

股东和星璀璨已经取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议。

The Shareholder and Xing Cui Can have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for the execution, delivery and performance of this Agreement.

6.4

股东的承诺和进一步保证

The Shareholder’s Covenants and Further Assurance

7.1

股东在此向外资企业承诺，在本协议有效期内，股东：

The Shareholder hereby covenants to the WFOE, that during the term of this Agreement, the Shareholder shall:

7.1.1

7.1.2

7.1.3

7.1.4

In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Xing Cui Can, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Shareholders Commitment Letter issued by the relevant Shareholder will be regard as the a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

7.2

股东同意:

The Shareholder agrees that:

7.2.1

外资企业依据本协议获得的与质押相关的权利，不得由星璀璨、股东、股东的承继人或代表、或任何其他人（合称，“相关人员”）通过任何法律程序中断或妨害;

The rights acquired by the WFOE in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Xing Cui Can, the Shareholder or any heirs or representatives of the Shareholder or any other persons (collectively, the “Relevant Persons”) through any legal proceedings;

7.2.2

未经外资企业事先书面同意，相关人员不会通过任何形式补充、变更或修改星璀璨的公司章程和内部细则，不会增减星璀璨的注册资本，也不会通过其他方式变更星璀璨的注册资本结构；

Without the prior written consent of the WFOE, the Relevant Persons shall not in any manner supplement, change or amend the articles of association and bylaws of Xing Cui Can, increase or decrease its registered capital, or change the structure of its registered capital in other manners;

7.2.3

未经外资企业事先书面同意，相关人员不会在本协议签署后通过任何方式出售、转让、抵押或处置星璀璨的任何资产或星璀璨业务或收入中的法定或受益权益，也不会允许设置任何相关的担保权益；

Without the prior written consent of the WFOE, the Relevant Persons shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Xing Cui Can or legal or beneficial interest in the business or revenues of Xing Cui Can, or allow the encumbrance thereon of any security interest;

7.2.4

未经外资企业事先书面同意，相关人员应确保星璀璨不会通过任何方式向股东分配股息、作出财产分配、减少资本、启动清算程序或以其他任何形式作出分配。任何分配（包括但不限于分配的资产或清算中的剩余财产）均应视为质押的一部分；或

Without the prior written consent of the WFOE, the Relevant Persons shall ensure that Xing Cui Can shall not in any manner distribute dividends to its shareholder, make asset distributions or reduce its capital or initiate liquidation procedures or make any other distributions. Any distributions, including without limitation, the distributed assets or the residual assets in liquidation shall be deemed as part of the Pledge; or

7.2.5

股东就于本协议生效前股东之间关于限制星璀璨股权转让的相关条款或安排，关于星璀璨新增股本及股权转让的优先认购权及优先购买权的相关条款或安排以及任何与星璀璨股权处置相关的权利（如有）(合称“原限制性条款和优先权”)不存在任何争议；本协议生效后，股东就原限制性条款和优先权的相关一切权利义务自行消灭，股东不得再以任何形式就原限制性条款和优先权主张履行、违约等相关责任。

There is no dispute among Shareholder regarding the agreement or arrangement which be reached before the execution of this Agreement on the restriction on transfer of shares of Xing Cui Can, the pre-emptive right for increasing capital or transfer of shares of Xing Cui Can, and any rights relating to the disposal of shares of Xing Cui Can (if any) (collectively the “Original Restrictive terms and Pre-emptive right”); with the execution of this Agreement, all rights and obligations arising out of from Original Restrictive terms and Pre-emptive right shall eliminate. Shareholder shall no longer claim for performance, breach of contract, etc. in any form according to Original Restrictive terms and Pre-emptive right.

7.3

7.4

行使质权

Exercise of Pledge

8.1

以下事件将构成本协议下的违约事件（“违约事件”）（违约事件将被视为“持续”，除非已被补救或豁免）：

Each of the following shall constitute an event of default (“Event of Default”) hereunder (and an Event of Default is “continuing” if it has not been remedied or waived):

(i)

股东、星璀璨在本协议或任何主协议下作出的任何陈述、保证或声明在任何方面不真实、不完整或不准确；或，股东、星璀璨违反或未能履行本协议或任何主协议下的任何义务、或未能遵守本协议或任何主协议下的任何承诺；或

any statement, warranty or representation made by the Shareholder or Xing Cui Can under this Agreement or any of the Principal Agreements are not true, complete or accurate in any aspect; or the Shareholder or Xing Cui Can breaches or fails to fulfill any obligation or abide by any covenants and undertakings under this Agreement or any of the Principal Agreements; or

(ii)

股东、星璀璨在本协议或任何主协议下的一项或多项义务被视为不合法或者无效。

any or more of the obligations of the Shareholder or Xing Cui Can under this Agreement or any of the Principal Agreements are deemed as unlawful or void.

8.2

一旦发生违约事件以及在违约事件持续的过程中，外资企业有权要求股东立即支付星璀璨在服务协议项下之所有未偿款项、偿还任何贷款及支付所有其他应付款项，及外资企业有权根据相关有效中国法律行使被担保方的所有权利（包括《中华人民共和国担保法》和《中华人民共和国物权法》中的规定），这些权利包括但不限于：

Upon the occurrence and during the continuance of an Event of Default, the WFOE shall have the right to require the Shareholder to immediately pay any amount payable by Xing Cui Can under the Service Agreement, repay any loans and pay any other due payments, and the WFOE shall have the right to exercise all such rights as a secured party under any applicable PRC laws, including the Guarantee Law of the People's Republic of China and the Property Law of the People's Republic of China, as in effect from time to time, including without limitations:

(i)

(ii)

以通过参考质押物的市场价格所确定的货币价值，与股东签署协议购买质押股权。

to execute an agreement with the Shareholder to acquire the Pledged Shares based on its monetary value which shall be determined by referencing the market price of the pledged property.

8.3

如外资企业要求，股东和星璀璨应采取所有合法和适当的行动，保证外资企业行使其质押权利。就前述而言，股东和星璀璨应按外资企业合理要求，签署所有文件和材料及采取所有措施和行动。

The Shareholder and Xing Cui Can, at the request of the WFOE, shall take all lawful and appropriate actions to secure the WFOE’s exercise of the Pledge right. For the purpose of the foregoing, the Shareholder and Xing Cui Can shall sign all the documents and materials and carry out all measures and take all actions reasonably required by the WFOE.

转让

Assignment

9.1

未获外资企业事先书面同意，星璀璨和股东不得向任何第三方转让其各自在本协议项下的任何权利和义务。

Xing Cui Can and the Shareholder shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the WFOE.

9.2

星璀璨和股东特此同意，外资企业可以其完全自主判断自行转让其在本协议项下的权利和义务, 且仅需向星璀璨和股东发出书面通知。

Xing Cui Can and the Shareholder hereby agree that the WFOE may assign its rights and obligations under this Agreement as the WFOE may decide, at its sole discretion, and such transfer shall only be subject to a written notice sent to Xing Cui Can and the Shareholder.

10.

保密

Confidentiality

11.

完整协议和协议修改

Entire Agreement and Amendment to Agreement

11.1

11.2

11.3

11.4

If the [National Association of Securities Dealers Automated Quotations (“NASDAQ”)] or other regulatory authorities or stock exchanges introduce any change to this Agreement, or any changes on NASDAQ listing rules or applicable regulations relating to this Agreement, the Parties shall amend this Agreement accordingly.

12.

管辖法律

Governing Law

本协议受中国法律管辖且据其进行解释。

This Agreement shall be construed in accordance with and governed by the PRC laws.

13.

争议解决

Dispute Resolution

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果在任何一方要求通过协商解决争议后30天之内各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁使用的语言应为中文。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对星璀璨之股权或土地资产的救济措施和针对星璀璨的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within 30 days after any Party request to settle the dispute, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration. The place of arbitration shall be in Shanghai and the arbitration procedure shall be conducted in Chinese language. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Xing Cui Can and winding up orders against Xing Cui Can. The arbitral award shall be final and binding upon all Parties.

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC (the registered place of Xing Cui Can) and the courts of the places where the principal assets of the Ultimate Controlling Shareholder or Xing Cui Can are located, shall all be deemed to have jurisdiction.

14.

生效日和期限

Effective Date and Term

14.1

本协议应于文首所载日期签署并于股权质押记载于星璀璨股东名册之日起生效。

This Agreement shall be duly executed as of the date first set forth above and shall take effect as of the date when the Pledge is registered in the Xing Cui Can’s Register of Shareholders.

14.2

本协议在质押存续期间持续有效。

This Agreement shall remain effective as long as the Pledge exists.

15.

通知

Notices

为通知的目的，各方地址如下：

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

任何一方均可按本条条款通过向其他各方发出通知随时更改其通知的收件地址。

Any one of the Parties may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

16.

可分割性

Severability

17.

继任者

Successor

本协议对各方各自的继任者和该等各方所允许的受让方均具有约束力。

This Agreement is binding on the respective successors of the Parties and the transferees permitted by such parties.

18.

继续有效

Continually Effective

18.1

本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后应继续有效。

Any obligations arising or due under this Agreement prior to the expiration or early termination shall be continually effective after the expiration or early termination.

18.2

第12、13、15条和本第18条的规定在本协议终止后应继续有效。

Section 12, 13, 15 and 18 shall continue to be valid after the termination of this Agreement.

19.

弃权

Waiver

20.

文本

Counterparts

本协议由协议各方签署十三份原件，各方各执一份，其余由外资企业持有，所有原件具有同等法律效力。本协议可以一份或多份副本方式签署。

This Agreement shall be executed in thirteen originals by all Parties, with each Party holding one original and the WFOE holding the remaining ones. All originals shall have the same legal effect. The Agreement may be executed in one or more counterparts.

21.

语言

Languages

本协议英文和中文文本具有同等法律效力。若英文和中文文本有不一致，以中文为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature: /s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature: /s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature: /s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature: /s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature: /s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature: /s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature: /s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature: /s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature: /s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature: /s/ Xiao Jiancong

附录

Schedule

星璀璨股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	张兵Zhang Bing		3,232,800		53.50	%
2	陆伽 Lu Jia		2,155,200		35.67	%
3	张冉 Zhang Ran		612,000		10.13	%
4	张荣辉 Zhang Ronghui		6,020		0.10	%
5	贺一星 He Yixing		6,020		0.10	%
6	林晖Lin Hui		6,020		0.10	%
7	金晖 Jin Hui		6,024		0.10	%
8	郦韩英 Li Hanying		6,024		0.10	%
9	张颖豪 Zhang Yinghao		6,024		0.10	%
10	肖建聪 Xiao Jiancong		6,024		0.10	%
合计 Sum			6,042,156		100.00	%

Exhibit 99(a)(5)(n)

委托协议及授权委托书

Proxy Agreement and Power of Attorney

本委托协议及授权委托书（“本协议”）于 2019 年 9 月 16 日由以下各方于____订立：

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into in ____ as of September 16, 2019 by and among the following parties:

(1)

(2)

星璀璨国际传媒（北京）有限公司(“星璀璨”)，一家根据中国法律在中国北京注册成立的内资公司，地址为北京市朝阳区光华路5号院3号楼2层201内19室；和

(3)

张兵，一名中国公民，身份证号为430104196710302635（“股东一”）；

Zhang Bing, a PRC resident (ID No.: 430104196710302635) (the “Shareholder A”);

陆伽，一名中国公民，身份证号为110101198012262512（“股东二”）；

Lu Jia, a PRC resident (ID No.: 110101198012262512) (the “Shareholder B”);

张冉，一名中国公民，身份证号为110108198006286344（“股东三”）；

Zhang Ran, a PRC resident (ID No.: 110108198006286344) (the “Shareholder C”);

贺一星，一名中国公民，身份证号为230103196905085593（“股东四”）；

He Yixing, a PRC resident (ID No.: 230103196905085593) (the “Shareholder D”);

张荣辉，一名中国公民，身份证号为110108196911060733（“股东五”）；

Zhang Ronghui, a PRC resident (ID No.: 110108196911060733) (the “Shareholder E”);

林晖，一名中国公民，身份证号为310110196801157015（“股东六”）；

Lin Hui, a PRC resident (ID No.: 310110196801157015) (the “Shareholder F”);

金晖，一名中国公民，身份证号为31010919680401521X（“股东七”）；

Jin Hui, a PRC resident (ID No.: 31010919680401521X) (the “Shareholder G”);

郦韩英，一名中国公民，身份证号为330625197107244426（“股东八”）；

Li Hanying, a PRC resident (ID No.: 330625197107244426) (the “Shareholder H”);

张颖豪，一名中国公民，身份证号为441900198702090177（“股东九”）；

Zhang Yinghao, a PRC resident (ID No.: 441900198702090177) (the “Shareholder I”);

Xiao Jiancong, a PRC resident (ID No.: 142623198012123419) (the “Shareholder J”, and together with the shareholders aforementioned, the “Shareholder”).

（以上外资企业、星璀璨和股东单独称为“一方”，合称为“各方”）。

(Each of WFOE, Xing Cui Can and the Shareholder, a “Party”, and collectively the “Parties”).

序言

RECITALS

(A)

鉴于，股东持有星璀璨100%的股权（星璀璨的具体股东持股情况详见附录）；

WHEREAS, the Shareholder holds 100% shares in Xing Cui Can (see the attachment hereto for details of specific holdings for the Shareholder of Xing Cui Can);

(B)

鉴于，外资企业、星璀璨、股东之间订立了一系列包括独家服务总协议、业务合作协议、独家购股权协议和股权质押协议在内的协议;这一系列协议为星璀璨的业务经营提供服务，同时保证外资企业对星璀璨享有的权利和应获得的利益得到保障；

WHEREAS, the WFOE, Xing Cui Can and the Shareholder have entered into a series of agreements, including a master exclusive service agreement, a business cooperation agreement, an exclusive option agreement and a share pledge agreement; these agreements provide Xing Cui Can with services necessary for its business operation and also ensure the WFOE’s rights to and interests in Xing Cui Can;

(C)

(D)

鉴于，作为外资企业及其关联方为星璀璨的业务经营持续提供服务的对价，外资企业要求股东授权外资企业（及其继任者，包括取代外资企业的清算人，如涉及）或其指定的自然人作为股东的受托人（“受托人”），由受托人全权代表股东行使其就所持星璀璨之股权享有的任何及所有权利，且股东同意对受托人给予授权委托。

WHEREAS, as the consideration for the WFOE and its affiliates to continuously provide Xing Cui Can with services necessary for its business operation, the WFOE has requested the Shareholder to appoint the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) or any natural person designated by the WFOE as its attorney-in-fact (“Attorney-in-Fact”), with full power of representation, to exercise any and all of the rights in respect of the Shareholder’s shares in Xing Cui Can and the Shareholder has agreed to make such appointment.

因此，基于本协议包含的前提、陈述、保证、承诺和约定，本协议各方约定如下并接受其法律效力：

协议

AGREEMENT

Section 1 第1条

股东在此不可撤销地选定并委托外资企业（及其继任者，包括取代外资企业的清算人，如涉及）或其指定的自然人为其受托人，代表股东行使相关法律法规及星璀璨的公司章程规定的就股东所持星璀璨之股权而享有的任何及所有权利，包括但不限于以下所列权利（合称“股东权利”）：

The Shareholder hereby irrevocably nominates and appoints the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) or any natural person designated by the WFOE as its Attorney-in-Fact to exercise on the Shareholder’s behalf any and all rights that the Shareholder has in respect of her shares in Xing Cui Can conferred by relevant laws and regulations and the articles of association of Xing Cui Can, including without limitation, the following rights (collectively, “Shareholder Rights”):

(a)

以股东的名义、代表股东签署及交付任何书面决定，并签署星璀璨的任何董事或股东会会议记录；

to execute and deliver any and all written decisions in the name and on behalf of the Shareholder and to sign any minutes of meetings of the board or shareholders of Xing Cui Can;

(b)

就星璀璨的任何事项（包括但不限于出售、转让、抵押、质押或处分星璀璨的任何或全部资产）做出股东决定；

to make shareholder’s decision on any matters of Xing Cui Can, including without limitation, the sale, transfer, mortgage, pledge or disposal of any or all of the assets of Xing Cui Can;

(c)

出售、转让、质押或处分在星璀璨的任何或全部股权；

to sell, transfer, pledge or dispose of any or all of the shares in Xing Cui Can;

(d)

如有必要，提名或任免星璀璨的董事、监事和高级管理人员；

to nominate, appoint or remove the directors, supervisors and senior management members of Xing Cui Can when necessary;

(e)

监督星璀璨的经营绩效；

to oversee the business performance of Xing Cui Can;

(f)

在任何时候查阅星璀璨的财务信息；

to have full access to the financial information of Xing Cui Can at any time;

(g)

当星璀璨的董事或高级管理人员的行为损害星璀璨或其股东利益时，对该等董事或高级管理人员提起股东诉讼或其它法律行动；

to file any shareholder lawsuits or take other legal actions against Xing Cui Can’s directors or senior management members when such directors or members are acting to the detriment of the interest of Xing Cui Can or its shareholder;

(h)

批准年度预算或宣布分红；

to approve annual budgets or declare dividends;

(i)

管理和处置星璀璨的资产；

to manage and dispose of the assets of Xing Cui Can;

(j)

对星璀璨的财务、会计和日常经营有完全的控制和管理权（包括但不限于签署合同、支付政府税项）；

to have the full rights to control and manage Xing Cui Can’s finance, accounting and daily operation (including but not limited to signing and execution of contracts and payment of government taxes and duties);

(k)

批准向政府主管机关递交任何登记文件；以及

to approve the filing of any documents with the relevant governmental authorities or regulatory bodies; and

(l)

星璀璨的公司章程及/或相关法律法规赋予股东的任何其他权利。

any other rights conferred by the articles of association of Xing Cui Can and/or the relevant laws and regulations on the Shareholder.

股东进一步同意并承诺：

The Shareholder further agrees and undertakes that

(a)

未经与受托人事先书面达成一致意见，股东不得自行行使任何股东权利；

in the absence of consensus with Attorney-in-Fact, he or she shall not exercise any of the Shareholder Rights at her own discretion;

(b)

(c)

股东应及时采取所有必要的行动促使和确保股东在星璀璨的董事会或股东会所做出的所有决议得到执行，包括但不限于立即按照受托人的要求出具相关文件和/或配合签署相关文件。股东不得以其星璀璨股东身份，拖延或拒绝任何前述决议在星璀璨层面通过和/或得到执行；

The Shareholder shall promptly take all necessary actions to procure and ensure that all resolutions made by the Xing Cui Can’s board of directors or the board of shareholders are implemented, including but not limited to the immediate issuance of relevant documents and/or cooperation with the signing of such documents at the request of the Attorney-in-Fact. The Shareholder shall not delay or refuse any of the aforementioned resolutions to be passed and/or enforced as its shareholders;

(d)

星璀璨应配合受托人了解其运营详情。星璀璨应当向受托人提供任何公司账目、记录和其他文件。受托人有权摘录或复印此等账簿、账目、记录和其他文件；及

Xing Cui Can should cooperate with the Attorney-in-Fact to acquire the details of its operations. Xing Cui Can shall provide the Attorney-in-Fact with Xing Cui Can’s books, accounts, records and other documents. The Attorney-in-Fact has the right to extract and copy such books, accounts, records and other documents; and

(e)

There is no dispute among Shareholder regarding the agreement or arrangement which be reached before the execution of this Agreement on the restriction on transfer of shares of Xing Cui Can, the pre-emptive right for increasing capital or transfer of shares of Xing Cui Can, and any rights relating to the disposal of shares of Xing Cui Can (if any) (collectively the “Original Restrictive terms and Pre-emptive right”); with the execution of this Agreement, all rights and obligations arising out of from Original Restrictive terms and Pre-emptive right shall eliminate. Shareholder shall no longer claim for performance, breach of contract, etc. in any form according to Original Restrictive terms and Pre-emptive right.

Section 2 第2条

Section 3 第3条

星璀璨确认、承认并同意受托人代表股东行使任何及全部的股东权利。星璀璨进一步确认并承认受托人已进行或将进行的任何行为，已作出或将作出的任何决定，或已签署或将签署的任何文书或其他文件视同股东本人进行的行为、股东本人作出的决定或股东本人签署的文件，具有同等法律效力。

Xing Cui Can confirms, acknowledges and agrees to the appointment of the Attorney-in-Fact to exercise any and all of the Shareholder Rights. Xing Cui Can further confirms and acknowledges that any and all acts done or to be done, decisions made or to be made, and instruments or other documents executed or to be executed by the Attorney-in-Fact, shall therefore be as valid and effectual as though done, made or executed by the Shareholder.

Section 4 第4条

(a) 在任何股东发生死亡，丧失行为能力或发生其他可能影响其持有或行使其持有的星璀璨的股权的情况下，相关股东的（i）任意继承人或（ii）根据该等股东签署的《股东承诺函》由外资企业指定的自然人或法人（“指定受让人”）将被视为本协议的签署一方，承担相关在本协议下的所有权利和义务。如发生任何继承或《股东承诺函》项下的股权转让，股东将办理一切必要的手续并采取一切必要的行动以促使该等股权转让获取所需的政府审批（如适用）。

(a) In the event of death, incapacity or other conditions may affect the holding or exercise of Shareholder’s equity shares in Xing Cui Can, (i) any one of the heirs of the relevant shareholder or (ii) the person or legal person designated by the WFOE (the “Designated Transferee”) according to Shareholders Commitment Letter issued by the relevant Shareholder will be regard as a party to this Agreement and enjoy the rights and assume the obligations under this Agreement. In the event of any inheritance or equity transfer under the Shareholders Commitment Letter, the Shareholder shall go through all necessary formalities and take all necessary actions to facilitate the transfer of such equity to obtain the required government approval (if applicable).

股东在此进一步同意，如果任何人通过其他方式取得星璀璨股权，无论是通过自愿转让、根据法律转让、强制拍卖还是任何其他方式，该受让人所取得所有星璀璨之股权仍旧受本协议制约，受托人有权继续对该等股权行使本协议第1条规定的股东权利。

The Shareholder hereby further agrees that, if the Shareholder’s share in Xing Cui Can is transferred to any other party other than the aforesaid situations, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, any such share in Xing Cui Can so transferred remains subject to this Agreement and the Attorney-in-Fact shall continue to have the right to exercise the Shareholder Rights with respect to such share in Xing Cui Can so transferred as described in Section 1 hereunder.

Section 5 第5条

股东进一步同意并向外资企业承诺，假如股东由于其在星璀璨的股权利益收到任何股息、利息、任何其他形式的资本分派、清算（包括中国法律项下的强制清算）后剩余资产、或因股权转让产生的收入或对价，股东将会在法律允许的范围内，将所有这些股息、利息、资本分派、资产、收入或对价给予外资企业或其指定的实体而不要求任何补偿。

The Shareholder further covenants with and undertakes to the WFOE that, if the Shareholder receives any dividends, interest, any other forms of capital distributions, residual assets upon liquidation (including mandatory liquidation under PRC laws), or proceeds or consideration from the transfer of share as a result of, or in connection with, the Shareholder’s shares in Xing Cui Can, the Shareholder shall, to the extent permitted by applicable laws, remit all such dividends, interest, capital distributions, assets, proceeds or consideration to the WFOE or the entity designated by the WFOE without any compensation.

Section 6 第6条

Section 7 第7条

股东和星璀璨各自向受托人做出以下陈述与保证：

The Shareholder and Xing Cui Can hereby state and covenant respectively as follow:

(a)

其具有订立本协议并履行本协议项下义务及责任所需的全部权力和能力；

Each of the Shareholder and Xin Cui Can has full legal capacity and authorizations to execute and deliver this Agreement and to perform their respective obligations under this Agreement;

(b)

其在本协议中承担的义务及责任为合法的、有效的、具有约束力的，并可按其条款强制执行；

The obligations and responsibilities of each of the Shareholder and Xing Cui Can in this Agreement are legal, valid, binding and enforceable in accordance with its terms;

(c)

进行和从事所有需要采取、满足或实施的行动以及所有条件和事项（包括取得任何所需的同意、批准和授权，如法律有此要求），以：

Each of the Shareholder and Xin Cui Can shall conduct and engage in all actions that need to be taken, met or implemented, and all conditions and matters (including obtaining any required consent, approval, and authorization, as required by law), in order to:

(i)

使其合法订立本协议，行使其在本协议下的权利，履行和遵守本协议下其承担的义务及责任；

legally enter into this Agreement, exercise the rights under this Agreement, and perform and execute the obligations and responsibility under this Agreement;

(ii)

确保本协议下由其承担的义务及责任是合法、有效和具有约束力的；及

ensure that the obligations and responsibility assumed by this Agreement are legal, valid and binding; and

(iii)

使本协议在所适用的法律项下均成为可以接受的证据。

make this Agreement an acceptable evidence under the applicable law.

(d)

The execution and delivery of this Agreement and the performance of any obligations under this Agreement: (i) do not cause any violation of any applicable PRC laws; (ii) are not inconsistent with the articles of association, bylaws or other organizational documents of Xing Cui Can; (iii) do not 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) do not cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to any of them; and (v) do not cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to any of them;

Section 8 第8条

本协议于文首标明的日期签署并应自该等日期起生效。本协议项下授予受托人的权力及权利的期限与受托人和星璀璨签署的独家服务协议的期限相等。

Section 9 第9条

Section 10 第10条

Any Party shall forthwith on demand indemnify any other Parties against any claim, loss, liability or damage (“Loss”) incurred as a consequence of any breach by such Party of this Agreement (including but not limited to any breach of any of the representations, warranties, covenants or other obligations under this Agreement) provided that no Party shall be liable to indemnify any other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of such other Party or its directors, officers, employees, or agents.

Section 11 第11条

(a)

(b)

(c)

If the[National Association of Securities Dealers Automated Quotations (“NASDAQ”) or other regulatory authorities or stock exchanges introduce any change to this Agreement, or any changes on NASDAQ listing rules or applicable regulations relating to this Agreement, the Parties shall amend this Agreement accordingly.

Section 12 第12条

本协议根据中国法律解释并受其管辖。

This Agreement shall be construed in accordance with and governed by the PRC laws.

Section 13 第13条

因本协议产生或与本协议相关的任何争议或主张应由各方通过友好协商的方式解决。如果在任何一方要求通过协商解决争议后30天之内各方未能解决争议，应将争议提交到上海国际经济贸易仲裁委员会，由上海国际经济贸易仲裁委员会按照申请仲裁时该仲裁委员会有效的仲裁规则仲裁解决。仲裁地为上海。仲裁使用的语言应为中文。仲裁庭或仲裁员有权依照本协议项下条款和适用的中国法律裁决给予任何救济，包括临时性的和永久性的禁令救济（例如，就商业行为的禁令救济，或强制转让资产的禁令救济）、合同义务的实际履行、针对星璀璨之股权或土地资产的救济措施和针对星璀璨的清算令。仲裁裁决具终局性且对各方都有约束力。

Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within 30 days after any Party request to settle the dispute, such dispute shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration. The place of arbitration shall be in Shanghai and the arbitration procedure shall be conducted in Chinese language. The arbitral tribunal or the arbitrators shall have the authority to award any remedy or relief in accordance with the terms of this Agreement and applicable PRC laws, including provisional and permanent injunctive relief (such as injunctive relief with respect to the conduct of business or to compel the transfer of assets), specific performance of any obligation created hereunder, remedies over the shares or land assets of Xing Cui Can and winding up orders against Xing Cui Can. The arbitral award shall be final and binding upon all Parties.

在适用的中国法律允许的前提下，在等待组成仲裁庭期间或在适当情况下，协议各方均有权诉诸有管辖权法院寻求临时性禁令救济或其它临时性救济，以支持仲裁的进行。就此，各方达成共识在不违反适用法律的前提下，纽约、开曼群岛、公司的注册成立地（即中国北京）及最终控股股东或星璀璨主要资产所在地的法院，对前述目的拥有司法管辖权。

To the extent permitted under applicable PRC laws, each of the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction in support of the arbitration when formation of the arbitral tribunal is pending or under appropriate circumstances. For this purpose, the Parties agree that, to the extent not against applicable laws, the courts of New York, the courts of the Cayman Islands, the courts of PRC (the registered place of Xing Cui Can) and the courts of the places where the principal assets of the Ultimate Controlling Shareholder or Xing Cui Can are located, shall all be deemed to have jurisdiction.

LD43-3 (18)(c)(ii)

Section 14 第14条

为通知的目的，各方地址如下：

公司：耀世星辉新文娱（北京）科技有限公司

Company: Glory Star New Media (Beijing) Technology Co., Ltd.

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

收件人：唐庆飞

Recipient: Qingfei Tang

姓名：张兵

Name: Zhang Bing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：陆伽

Name: Lu Jia

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张冉

Name: Zhang Ran

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：贺一星

Name: He Yixing

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张荣辉

Name: Zhang Ronghui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：林晖

Name: Lin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：金晖

Name: Jin Hui

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：郦韩英

Name: Li Hanying

地址：中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

姓名：张颖豪

Name: Zhang Yinghao

地址：中国广东省东莞市万江区官桥滘龙湾公园正门

Address: Guanqiao Jiaolongwan Park, Wanjiang district, Dongguan, Guangdong, China

姓名：肖建聪

Name: Xiao Jiancong

地址：中国北京市海淀区北四环西路58号理想国际大厦18层

Address: 18th Floor, Iideal International Building, No. 58 North Fourth Ring West Road, Haidian District, Beijing, China

公司：星璀璨国际传媒（北京）有限公司

Company: Xing Cui Can International Media (Beijing) Co., Ltd.

中国北京市朝阳区驼房营路8号新华科技大厦B座22层

Address: 22nd Floor, Block B, Xinhua Technology Building, No. 8 Tuofangying Road, Chaoyang District, Beijing, China

任何一方均可按本条条款通过向其他各方发出通知随时更改其通知的收件地址。

Any one of the Parties may change the address at any time by giving notice to other parties in accordance with the terms of this Section.

Section 15 第15条

Section 16 第16条

(a)

未经受托人的事先书面同意，股东或星璀璨不得将其在本协议项下的权利和义务转让给任何第三方。

The Shareholder or Xing Cui Can shall not assign any of their respective rights or obligations under this Agreement to any third party without the prior written consent of the Attorney-in-Fact.

(b)

受托人有权自行决定向其董事、管理人员或其他职员转授权或转让其被股东授权的权利而不必事先通知股东或得到股东的同意。

Section 17 第17条

本协议对各方各自的继任者和该等各方所允许的受让方均具有约束力。

This Agreement is binding on the respective successors of the Parties and the transferees permitted by such parties.

Section 18 第18条

(a)

本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后应继续有效。

Any obligations arising or due under this Agreement prior to the expiration or early termination shall be continually effective after the expiration or early termination.

(b)

第12、13和14条和本第18条的规定在本协议终止后应继续有效。

Section 12, 13, 14 and 18 shall continue to be valid after the termination of this Agreement.

Section 19 第19条

Section 20 第20条

本协议由协议各方签署十三份正本，每方各执一份，其余由外资企业持有，全部原件具有相同的法律效力。本协议可以一份或多份副本形式签署。

This Agreement shall be executed in thirteen originals by all Parties, with each Party holding one original and the WFOE holding the remaining ones. All originals shall have the same legal effect. This Agreement may be executed in one or more counterparts.

Section 21 第21条

本协议中英文版本具有相同的效力。若中文和英文有不一致，以中文文本为准。

Both Chinese and English versions of this Agreement shall have equal validity. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

[后附签字页Signature Pages Follow]

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

耀世星辉新文娱（北京）科技有限公司

Glory Star New Media (Beijing) Technology Co., Ltd.

授权代表：

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

星璀璨国际传媒（北京）有限公司

Xing Cui Can International Media (Beijing) Co., Ltd.

授权代表

Authorized Representative:

签字/Signature: /s/ [Illegible]

盖章：（公章）

Seal: (Seal)

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张兵

Zhang Bing

签字/Signature: /s/ Zhang Bing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

陆伽

Lu Jia

签字/Signature: /s/ Lu Jia

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张冉

Zhang Ran

签字/Signature: /s/ Zhang Ran

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

贺一星

He Yixing

签字/Signature: /s/ He Yixing

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张荣辉

Zhang Ronghui

签字/Signature: /s/ Zhang Ronghui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

林晖

Lin Hui

签字/Signature: /s/ Lin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

金晖

Jin Hui

签字/Signature: /s/ Jin Hui

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

郦韩英

Li Hanying

签字/Signature: /s/ Li Hanying

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

张颖豪

Zhang Yinghao

签字/Signature: /s/ Zhang Yinghao

有鉴于此，各方于文首所述日期正式签署本协议。

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the date appearing at the head hereof.

肖建聪

Xiao Jiancong

签字/Signature: /s/ Xiao Jiancong

附录

Schedule

星璀璨股东情况

Holdings of the Shareholder

序号 Number	股东名称 Name	认缴注册资本（元） Subscription of Registered Capital (RMB)		持股比例 Shareholding Ratio
1	张兵 Zhang Bing		3,232,800		53.50	%
2	陆伽 Lu Jia		2,155,200		35.67	%
3	张冉 Zhang Ran		612,000		10.13	%
4	张荣辉 Zhang Ronghui		6,020		0.10	%
5	贺一星 He Yixing		6,020		0.10	%
6	林晖 Lin Hui		6,020		0.10	%
7	金晖 Jin Hui		6,024		0.10	%
8	郦韩英 Li Hanying		6,024		0.10	%
9	张颖豪 Zhang Yinghao		6,024		0.10	%
10	肖建聪 Xiao Jiancong		6,024		0.10	%
合计 Sum			6,042,156		100.00	%

Exhibit 99(a)(5)(o)

确认及承诺函

CONFIRMATION AND GUARANTEE LETTER

本人，张颖豪，中国公民，（身份证号码：441900198702090177），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉5.15%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、张荣辉、林晖、金晖、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Zhang Yinghao, a PRC resident (ID No.: 441900198702090177), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 5.15% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

作为霍尔果斯耀世星辉和星璀璨的股东，本人在此确认、承诺及保证，如出现本人死亡、丧失行为能力或其它情形导致本人不再具有履行协议项下义务的能力，本人的任何继承人必须（i）立即书面通知外资企业，（ii）书面同意代替本人作为协议签字方加入和履行协议，并且（iii）签署与本承诺内容和格式基本相同的承诺函和安排其配偶（如有）签署和本人配偶签署的配偶承诺函内容和格式基本相同的配偶承诺函，方能继承本人持有的相关股权；尽管有上述，若将来出现本人死亡、丧失民事行为能力或其它情形导致本人不再具有履行相关协议项下义务的能力，如外资企业认为必要，本人所持有的上述相关股权将无偿且不附带任何条件地转让予外资企业指定的在中国法律允许范围内的自然人或法人。同时本人作为霍尔果斯耀世星辉和星璀璨的股东直接或间接享有及承担的全部权利及义务均由该被指定的自然人或法人继续享有及承担。

As a shareholder of Glory Star and Xing Cui Can, I hereby confirm, covenant and guarantee, in the event of death, incapacity or other circumstances may lead to my incapacity for implementing the Agreements, any heirs of mine shall not inherit my shares unless they: (i) give immediate written notice to the WFOE, (ii) issue written consent to enter and perform the Agreements as a signatory, and (iii) issue a Confirmation and Guarantee Letter in substantially the same format and content as this one, as well as arrange for their spouse (if any) to sign a Spousal Consent in substantially the same format and content as which signed by the spouse of me. Despite the above, in the event of death, incapacity or other circumstances may lead to my incapacity for implementing the Agreements in the future, all the above-mentioned shares I hold will legally transfer to any natural person or legal person appointed by the WFOE freely and unconditionally as long as the WFOE considers it to be necessary. At the same time, all the rights and obligations that I enjoy and undertake directly or indirectly as the shareholders of Glory Star and Xing Cui Can will transfer to such natural person or legal person appointed by WFOE.

本人确认上述相关股权均不属于与本人配偶的共同财产，本人配偶并不拥有且不可支配该等相关股权。本人直接或间接对霍尔果斯耀世星辉和星璀璨的经营管理及其他表决事项（如涉及本人）均不受本人配偶影响。如出现本人与配偶离异的情况，本人将采取一切任何行动以保障协议之履行。

I confirm that the abovementioned shares are not community property with my spouse, so that my spouse does not have any ownership of relevant shares nor any right to dispose such shares. My spouse has no effect with my management, operation, and other voting matters (if I am involved) of Glory Star and Xing Cui Can. In the event of me divorcing from my spouse, I will take any action to make sure the performance of Agreements.

本人承诺于协议有效期间，(i)除经外资企业书面同意外，本人将不会直接或间接（无论透过本人还是透过任何其他自然人或法定实体）参与，或从事，收购或持有（于任何情况下无论作为股东、合伙人、代理人、雇员或其他）与霍尔果斯耀世星辉、星璀璨或其任何关联公司存在或可能存在竞争之任何业务或于其中拥有权益； (ii)本人的任何作为或不作为将不会导致本人与外资企业（包括但不限于外资企业的股东）之间的任何利益冲突；及（iii）倘发生此等利益冲突（而外资企业可全权决定该类利益冲突有否发生），本人将，在不抵触中国法律的前提下，采取任何经外资企业指示之行动从而消除该等利益冲突。

I hereby covenant that, during the validity term of the Agreements, (i) unless otherwise agreed by the WFOE in written form, I will not directly or indirectly (by myself or by entrusting any other natural person or legal entity to) engage in, own or acquire (as shareholder, partner, agent, employee or under any other circumstances) any business that competes or might compete with the business of Glory Star and Xing Cui Can or its affiliated companies, or own any interest in such business; (ii) none of my actions or omissions will give rise to any conflict of interest between myself and the WFOE (including but not limited to the shareholders of the WFOE); and (iii) in the event of any such conflict described in paragraph (ii), the occurrence of which shall be decided at the sole discretion of the WFOE, I will take any action as instructed by the WFOE to eliminate such conflict provided such action is compliant with PRC laws.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	张颖豪/Zhang Yinghao

	/s/ Zhang Yinghao

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，林晖，中国公民，（身份证号码：310110196801157015），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉1.08%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、张荣辉、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Lin Hui, a PRC resident (ID No.: 310110196801157015), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 1.08% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	林晖/Lin Hui

	/s/ Lin Hui

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，张兵，中国公民，（身份证号码：430104196710302635），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）53.50%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉32.78%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、陆伽、张冉、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Zhang Bing, a PRC resident (ID No.: 430104196710302635), hold 53.50% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 32.78% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	张兵/Zhang Bing

	/s/ Zhang Bing

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，张冉，中国公民，（身份证号码：110108198006286344），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）10.13%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉2.83%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Zhang Ran, a PRC resident (ID No.: 110108198006286344), hold 10.13% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 2.83% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	张冉/Zhang Ran

	/s/ Zhang Ran
	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，张荣辉，中国公民，（身份证号码：110108196911060733），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉5.90%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Zhang Ronghui, a PRC resident (ID No.: 110108196911060733), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 5.90% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	张荣辉/Zhang Ronghui

	/s/ Zhang Ronghui
	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，梁显宏，中国公民，（身份证号码：412727197804076552），截至本承诺函出具之日，本人直接持有北京朗玛峰创业投资管理有限公司（“朗玛峰”）0.20%股权，朗玛峰直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）3.77%的股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨国际传媒（北京）有限公司（“星璀璨”）、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪和朗玛峰签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Liang Xianhong, a PRC resident (ID No.: 412727197804076552), hold 0.20% of the shares in Everest Venture Capital Investment Co., Ltd. (the “Everest”) while Everest directly holds 3.77% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”). I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”), Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong and Everest on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

作为霍尔果斯耀世星辉的股东，本人在此确认、承诺及保证，如出现本人死亡、丧失行为能力或其它情形导致本人不再具有履行协议项下义务的能力，本人的任何继承人必须（i）立即书面通知外资企业，（ii）书面同意代替本人作为协议签字方加入和履行协议，并且（iii）签署与本承诺内容和格式基本相同的承诺函和安排其配偶（如有）签署和本人配偶签署的配偶承诺函内容和格式基本相同的配偶承诺函，方能继承本人持有的相关股权；尽管有上述，若将来出现本人死亡、丧失民事行为能力或其它情形导致本人不再具有履行相关协议项下义务的能力，如外资企业认为必要，本人所持有的上述相关股权将无偿且不附带任何条件地转让予外资企业指定的在中国法律允许范围内的自然人或法人。同时本人作为霍尔果斯耀世星辉的股东直接或间接享有及承担的全部权利及义务均由该被指定的自然人或法人继续享有及承担。

As a shareholder of Glory Star, I hereby confirm, covenant and guarantee, in the event of death, incapacity or other circumstances may lead to my incapacity for implementing the Agreements, any heirs of mine shall not inherit my shares unless they: (i) give immediate written notice to the WFOE, (ii) issue written consent to enter and perform the Agreements as a signatory, and (iii) issue a Confirmation and Guarantee Letter in substantially the same format and content as this one, as well as arrange for their spouse (if any) to sign a Spousal Consent in substantially the same format and content as which signed by the spouse of me. Despite the above, in the event of death, incapacity or other circumstances may lead to my incapacity for implementing the Agreements in the future, all the above-mentioned shares I hold will legally transfer to any natural person or legal person appointed by the WFOE freely and unconditionally as long as the WFOE considers it to be necessary. At the same time, all the rights and obligations that I enjoy and undertake directly or indirectly as the shareholder of Glory Star will transfer to such natural person or legal person appointed by WFOE.

本人确认上述相关股权均不属于与本人配偶的共同财产，本人配偶并不拥有且不可支配该等相关股权。本人直接或间接对霍尔果斯耀世星辉的经营管理及其他表决事项（如涉及本人）均不受本人配偶影响。如出现本人与配偶离异的情况，本人将采取一切任何行动以保障协议之履行。

I confirm that the abovementioned shares are not community property with my spouse, so that my spouse does not have any ownership of relevant shares nor any right to dispose such shares. My spouse has no effect with my management, operation, and other voting matters (if I am involved) of Glory Star. In the event of me divorcing from my spouse, I will take any action to make sure the performance of Agreements.

本人承诺于协议有效期间，(i)除经外资企业书面同意外，本人将不会直接或间接（无论透过本人还是透过任何其他自然人或法定实体）参与，或从事，收购或持有（于任何情况下无论作为股东、合伙人、代理人、雇员或其他）与霍尔果斯耀世星辉及其任何关联公司存在或可能存在竞争之任何业务或于其中拥有权益； (ii)本人的任何作为或不作为将不会导致本人与外资企业（包括但不限于外资企业的股东）之间的任何利益冲突；及（iii）倘发生此等利益冲突（而外资企业可全权决定该类利益冲突有否发生），本人将，在不抵触中国法律的前提下，采取任何经外资企业指示之行动从而消除该等利益冲突。

I hereby covenant that, during the validity term of the Agreements, (i) unless otherwise agreed by the WFOE in written form, I will not directly or indirectly (by myself or by entrusting any other natural person or legal entity to) engage in, own or acquire (as shareholder, partner, agent, employee or under any other circumstances) any business that competes or might compete with the business of Glory Star and its affiliated companies, or own any interest in such business; (ii) none of my actions or omissions will give rise to any conflict of interest between myself and the WFOE (including but not limited to the shareholders of the WFOE); and (iii) in the event of any such conflict described in paragraph (ii), the occurrence of which shall be decided at the sole discretion of the WFOE, I will take any action as instructed by the WFOE to eliminate such conflict provided such action is compliant with PRC laws.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	梁显宏/Liang Xianhong

	/s/ Liang Xianhong

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，肖建聪，中国公民，（身份证号码：142623198012123419），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有北京朗玛峰创业投资管理有限公司（“朗玛峰”）99.80%股权，朗玛峰直接持有霍尔果斯耀世星辉3.77%的股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、梁显宏和朗玛峰签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Xiao Jiancong, a PRC resident (ID No.: 142623198012123419), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 99.80% of the shares in Everest Venture Capital Investment Co.,Ltd(the “Everest”) while Everest directly holds 3.77% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Liang Xianhong and Everest on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	肖建聪/Xiao Jiancong

	/s/ Xiao Jiancong

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，贺一星，中国公民，（身份证号码：230103196905085593），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉0.71%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, He Yixing, a PRC resident (ID No.: 230103196905085593), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 0.71% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	贺一星/He Yixing

	/s/ He Yixing

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，郦韩英，中国公民，（身份证号码：330625197107244426），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉0.94%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、张荣辉、林晖、金晖、张颖豪、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Li Hanying, a PRC resident (ID No.: 330625197107244426), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 0.94% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	郦韩英/Li Hanying

	/s/ Li Hanying

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，金晖，中国公民，（身份证号码：31010919680401521X），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）0.10%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉0.57%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、张冉、贺一星、张荣辉、林晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Jin Hui, a PRC resident (ID No.: 31010919680401521X), hold 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 0.57% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	金晖/Jin Hui

	/s/ Jin Hui

	日期 Date:

确认及承诺函
CONFIRMATION AND GUARANTEE LETTER

本人，陆伽，中国公民，（身份证号码：110101198012262512），截至本承诺函出具之日，持有星璀璨国际传媒（北京）有限公司（“星璀璨”）35.67%股权，星璀璨直接持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）43.45%股权；并且本人直接持有霍尔果斯耀世星辉2.83%股权。本人承诺将充分履行本人于 2019 年 9 月 16 日与耀世星辉新文娱（北京）科技有限公司（“外资企业”）、星璀璨、霍尔果斯耀世星辉、张兵、张冉、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股份股权质押协议》）(“协议”)。本人不会在任何情况下以任何方式采取任何可能与协议之订立目的或意图相违背的行动。

I, Lu Jia, a PRC resident (ID No.: 110101198012262512), hold 35.67% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd. (the “Xing Cui Can”) while Xing Cui Can directly holds 43.45% of the shares in Horgos Glory Star Media Co., Ltd. (the “Glory Star”); besides, I directly hold 2.83% of the shares in Glory Star. I hereby covenant that I will fully implement arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among Glory Star New Media (Beijing) Technology Co., Ltd. (the “WFOE”), Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”). I will not, in any manner and under any circumstances, carry out any act which may be contrary to the purpose or intent of Agreements.

本确认函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Confirmation and Guarantee Letter shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Confirmation and Guarantee Letter shall be effective as soon as being signed by myself and shall continually to be valid.

	陆伽/Lu Jia

	/s/ Lu Jia

	日期Date:

Exhibit 99(a)(5)(p)

配偶同意函

SPOUSAL CONSENT

本人李遥，身份证号码为110107197704111217，为张冉之合法配偶，在此无条件同意：本人配偶，即张冉，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的2.83%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的10.13%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、陆伽、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Li Yao with identity card number of 110107197704111217, am the lawful spouse of Zhang Ran. I hereby consent unconditionally that 2.83% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 10.13% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, Zhang Ran, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Lu Jia, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Zhang Ran on September 16, 2019 (the “Guarantee Letter”).

本人进一步保证不得出于与上述安排相冲突之意图采取任何行动，包括主张该等股权构成本人与本人配偶之间的财产或共同财产而影响或者妨碍本人配偶履行在协议下所承担的义务。本人在此无条件地并不可撤销地放弃任何适用之法律可能授予本人的对该等股权的任何权利或权益。

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of her obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，张冉履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得张冉持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Zhang Ran do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Zhang Ran for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

本人进一步确认、承诺及保证，如出现本人配偶的死亡、丧失行为能力、离婚或发生任何可能影响本人配偶行使其在霍尔果斯耀世星辉和/或星璀璨的股东权利的情形，本人及本人的继承人、监护人、债权人或者任何其他有权对本人配偶持有的霍尔果斯耀世星辉和/或星璀璨之股权主张权利或者利益的其他人均不会在任何情况下以任何方式采取任何行动，并且该行动可能影响或者妨碍本人配偶履行在协议下所承担的义务。

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon her death, incapacity, divorce or any circumstances that may affect her ability to exercise her shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Li Yao

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人吴镁钰，身份证号码为130324197203165429，为张荣辉之合法配偶，在此无条件同意：本人配偶，即张荣辉，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的5.90%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的0.10%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、陆伽、贺一星、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Wu Meiyu with identity card number of 130324197203165429, am the lawful spouse of Zhang Ronghui. I hereby consent unconditionally that 5.90% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, Zhang Ronghui, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, Lu Jia, He Yixing, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Zhang Ronghui on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，张荣辉履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得张荣辉持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Zhang Ronghui do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Zhang Ronghui for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Wu Meiyu

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人傅烨，身份证号码为310104198111262821，为林晖之合法配偶，在此无条件同意：本人配偶，即林晖，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的1.08%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的0.10%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、陆伽、贺一星、张荣辉、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Fu Ye with identity card number of 310104198111262821, am the lawful spouse of Lin Hui. I hereby consent unconditionally that 1.08% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, Lin Hui, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, Lu Jia, He Yixing, Zhang Ronghui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Lin Hui on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，林晖履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得林晖持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Lin Hui do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Lin Hui for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Fu Ye

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人刘宏，身份证号码为412727197512250547，为梁显宏之合法配偶。截至本同意函出具之日，本人配偶，即梁显宏，持有北京朗玛峰创业投资管理有限公司的0.20%股权，北京朗玛峰创业投资管理有限公司持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）3.77%的股权。本人在此无条件同意：该等股权将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨国际传媒（北京）有限公司、霍尔果斯耀世星辉、张兵、张冉、陆伽、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Liu Hong with identity card number of 412727197512250547, am the lawful spouse of Liang Xianhong. As of the date of this Spousal Consent, Liang Xianhong holds 0.20% of the shares in Everest Venture Capital Investment Co., Ltd while Everest Venture Capital Investment Co.,Ltd holds 3.77% of the shares in Horgos Glory Star Media Co., Ltd (the “Glory Star”). I hereby consent unconditionally that the above-mentioned shares will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can International Media (Beijing) Co., Ltd., Glory Star Media Co., Ltd.( the “Glory Star”), Zhang Bing, Zhang Ran, Lu Jia, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Liang Xianhong on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star.

本人确认，梁显宏履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得梁显宏持有的霍尔果斯耀世星辉的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Liang Xianhong do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star which are held by Liang Xianhong for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

本人进一步确认、承诺及保证，如出现本人配偶的死亡、丧失行为能力、离婚或发生任何可能影响本人配偶行使其在霍尔果斯耀世星辉的股东权利的情形，本人及本人的继承人、监护人、债权人或者任何其他有权对本人配偶持有的霍尔果斯耀世星辉之股权主张权利或者利益的其他人均不会在任何情况下以任何方式采取任何行动，并且该行动可能影响或者妨碍本人配偶履行在协议下所承担的义务。

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Liu Hong

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人赵彦平，身份证号码为142623198001053427，为肖建聪之合法配偶。截至本同意函出具之日，本人配偶，即肖建聪，持有北京朗玛峰创业投资管理有限公司的99.80%股权，北京朗玛峰创业投资管理有限公司持有霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）3.77%的股权；并且肖建聪持有星璀璨国际传媒（北京）有限公司（“星璀璨”）的0.10%股权，星璀璨直接持有霍尔果斯耀世星辉43.45%股权。本人在此无条件同意：该等股权将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、陆伽、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Zhao Yanping with identity card number of 142623198001053427, am the lawful spouse of Xiao Jiancong. As of the date of this Spousal Consent, Xiao Jiancong holds 99.80% of the shares in Everest Venture Capital Investment Co., Ltd while Everest Venture Capital Investment Co., Ltd holds 3.77% of the shares in Horgos Glory Star Media Co., Ltd (the “Glory Star”); and he directly holds 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”), while Xing Cui Can directly holds 43.45% of the shares in Glory Star. I hereby consent unconditionally that the above-mentioned shares will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, Lu Jia, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Xiao Jiancong on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，肖建聪履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得肖建聪持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Xiao Jiancong do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Xiao Jiancong for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Zhao Yanping

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人马海英，身份证号码为230103197002021622，为贺一星之合法配偶，在此无条件同意：本人配偶，即贺一星，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的0.71%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的0.10%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、陆伽、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Ma Haiying with identity card number of 230103197002021622, am the lawful spouse of He Yixing. I hereby consent unconditionally that 0.71% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, He Yixing, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, Lu Jia, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by He Yixing on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，贺一星履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得贺一星持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by He Yixing do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by He Yixing for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Ma Haiying

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人周章灿，身份证号码为33062519640515853X，为郦韩英之合法配偶，在此无条件同意：本人配偶，即郦韩英，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的0.94%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的0.10%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、陆伽、贺一星、张荣辉、林晖、金晖、张颖豪、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Zhou Zhangcan with identity card number of 33062519640515853X, am the lawful spouse of Li Hanying. I hereby consent unconditionally that 0.94% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, Li Hanying, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, Lu Jia, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Li Hanying on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，郦韩英履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得郦韩英持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Li Hanying do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Li Hanying for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Zhou Zhangcan

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人刘惠军，身份证号码为420106197206140847，为金晖之合法配偶，在此无条件同意：本人配偶，即金晖，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的0.57%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的0.10%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、陆伽、贺一星、张荣辉、林晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Liu Huijun with identity card number of 420106197206140847, am the lawful spouse of Jin Hui. I hereby consent unconditionally that 0.57% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 0.10% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, Jin Hui, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, Lu Jia, He Yixing, Zhang Ronghui, Lin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Jin Hui on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，金晖履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得金晖持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Jin Hui do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Jin Hui for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Liu Huijun

	日期Date:

配偶同意函
SPOUSAL CONSENT

本人郭娉宁，身份证号码为460103198002201823，为陆伽之合法配偶，在此无条件同意：本人配偶，即陆伽，所持有的霍尔果斯耀世星辉文化传媒有限公司（“霍尔果斯耀世星辉”）的2.83%股权，以及星璀璨国际传媒（北京）有限公司（“星璀璨”）的35.67%股权，将按照本人配偶于2019年9月16日与耀世星辉新文娱（北京）科技有限公司、星璀璨、霍尔果斯耀世星辉、张兵、张冉、贺一星、张荣辉、林晖、金晖、张颖豪、郦韩英、肖建聪、梁显宏和北京朗玛峰创业投资管理有限公司签署的一系列协议（包括《独家服务总协议》、《业务合作协议》、《委托协议及授权委托书》、《独家购股权协议》和《股权质押协议》）(“协议”)及于2019年9月16日出具的《确认及承诺函》（“承诺函”）项下之安排进行处分。

I, Guo Pingning with identity card number of 460103198002201823, am the lawful spouse of Lu Jia. I hereby consent unconditionally that 2.83% of the shares in Horgos Glory Star Media Co., Ltd. (“Glory Star”) and 35.67% of the shares in Xing Cui Can International Media (Beijing) Co., Ltd.(the “Xing Cui Can”) that are held by my spouse, Lu Jia, will be disposed pursuant to the arrangements under a series of agreements (including the Master Exclusive Service Agreement, the Business Cooperation Agreement, the Proxy Agreement and Power of Attorney, the Exclusive Option Agreement and the Share Pledge Agreement), which were entered into among my spouse, Glory Star New Media (Beijing) Technology Co., Ltd., Xing Cui Can, Glory Star, Zhang Bing, Zhang Ran, He Yixing, Zhang Ronghui, Lin Hui, Jin Hui, Zhang Yinghao, Li Hanying, Xiao Jiancong, Liang Xianhong and Everest Venture Capital Investment Co.,Ltd on September 16, 2019 (the “Agreements”) as well as the Confirmation and Guarantee Letter issued by Lu Jia on September 16, 2019 (the “Guarantee Letter”).

I further guarantee that I will not carry out any act with the intent to interfere with the above arrangements, including claiming that such shares constitute property or joint property between me and my spouse which may affect or hinder the fulfillment of his obligations under the Agreements. I hereby waive unconditionally and irrevocably any rights or entitlements whatsoever to such shares that may be granted to me according to any applicable laws.

本人确认，本人从未且未来也并不打算实际参与霍尔果斯耀世星辉及星璀璨的经营管理或其他表决事项。

I hereby confirm that I have never, and will never participate in the operation and management or other issues required voting of Glory Star and Xing Cui Can.

本人确认，陆伽履行协议和承诺函以及进一步修改或终止协议并不需要本人另行授权或同意。本人承诺将签署一切必要的文件，并采取一切必要的行动，以确保（经不时修订的）协议得到适当履行。本人同意并承诺，如本人由于任何原因获得陆伽持有的霍尔果斯耀世星辉和/或星璀璨的任何股权，则本人应受（经不时修订的）协议的约束，并遵守作为霍尔果斯耀世星辉和/或星璀璨的股东在（经不时修订的）协议下的义务，且为此目的，一旦耀世星辉新文娱（北京）科技有限公司提出要求，本人应签署格式和内容基本与（经不时修订的）协议和承诺函相同的一系列书面文件。

I hereby confirm that the performance of the Agreements and the Guarantee Letter as well as further amendment or termination of the Agreements by Lu Jia do not require my separate authorization or consent. I hereby covenant to sign all necessary documents as well as take all necessary actions to ensure appropriate performance of the Agreements (as amended from time to time). I hereby agree and covenant, in the event that I obtain any shares of Glory Star and/or Xing Cui Can which are held by Lu Jia for any reasons, I shall be bound by the Agreements (as amended from time to time) and comply with the obligations thereunder as a shareholder of Glory Star and/or Xing Cui Can. For this purpose, once the Glory Star New Media (Beijing) Technology Co., Ltd. makes a request, I shall sign a series of written documents in substantially the same format and content as the Agreements (as amended from time to time) and Guarantee Letter.

I further confirm, covenant and guarantee that I, my successor, guardian, creditor or any other person who may be entitled to assume rights and interests in the shares of Glory Star and/or Xing Cui Can held by my spouse upon his death, incapacity, divorce or any circumstances that may affect his ability to exercise his shareholder’s rights in Glory Star and/or Xing Cui Can will not, in any manner and under any circumstances, carry out any act that may affect or hinder the fulfillment of my spouse’s obligations under each of the Agreements.

本同意函由本人出具三份原件，外资企业执两份、本人执一份，所有原件具有同等法律效力。

This Spousal Consent shall be executed in three originals, with the WFOE holding two originals and me holding the remaining one. All originals shall have the same legal effect.

本同意函一经本人签署实时生效，并持续有效。

This Spousal Consent shall be effective once being signed by myself and shall continually to be valid.

	/s/ Guo Pingning

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