Exhibit 1.1

​

SECRETARY’S CERTIFICATE

OF

YY Inc.

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

We, Conyers Trust Company (Cayman) Limited, Secretary of YY Inc. (the “Company”) DO HEREBY CERTIFY that the following is a true extract of a Special Resolution passed at the annual general meeting on 20^th December 2019, and that such resolution has not been modified.

II.OPENING REMARKS AND PROPOSALS

The Chairman declared that the following proposal would be voted on by way of a poll:

IT IS RESOLVED, as a special resolution:

“THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands (the “Registrar”) being obtained, the name of the Company be and is hereby changed from “YY Inc.” to “JOYY Inc.” with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar, and that any one director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolution as such director or officer, in his/her absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.”

Sharon Pierson

for and on behalf of

Conyers Trust Company (Cayman) Limited

Secretary

​

​

​

​

 The Companies Law (Revised)

Company Limited by Shares

​

THE SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION, AS AMENDED

​

OF

​

YY Inc.

(Adopted by way of a special resolution

passed on October 12, 2012, effective immediately upon the completion of the Company’s initial public offering of its Class A

Common Shares represented by American Depositary Shares on the NASDAQ Global Market and amended by way of a special resolution passed on November 28, 2016)

​

I N D E X

​

​

​

2

​

​

INTERPRETATION

TABLE A

1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.

INTERPRETATION

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

​

​

​

3

​

4

​

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

SHARE CAPITAL

3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into (a) 10,000,000,000 Class A Common Shares of a par value of $0.00001 each and (b) 1,000,000,000 Class B Common Shares of a par value of $0.00001 each.

(2) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.

(3) No share shall be issued to bearer.

5

ALTERATION OF CAPITAL

4. The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:

​

5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve in any manner permitted by law.

7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

8. Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

9. Subject to the Law, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws.

10. The rights and restrictions attaching to the Common Shares are as follows:

​

6

Holders of Common Shares shall be entitled to such dividends as the Directors may in their absolute discretion lawfully declare from time to time.

Holders of Common Shares shall be entitled to a return of capital on liquidation, dissolution or winding-up of the Company (other than on a conversion, redemption or purchase of shares, or an equity financing or series of financings that do not constitute the sale of all or substantially all of the shares of the Company).

Holders of Common Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Common Shares and Class B Common Shares shall, at all times, vote together as one class on all matters submitted to a vote for Members’ consent. Each share of Class A Common Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each share of Class B Common Share shall be entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company.

(i) Each share of Class B Common Share is convertible into one (1) share of Class A Common Share at any time by the holder thereof. In no event shall Class A Common Shares be convertible into Class B Common Shares.

(ii) If at any time Mr. David Xueling Li, Mr. Jun Lei, Mr. Tony Bin Zhao and Mr. Jin Cao (the “Founders”), together with their Affiliates, collectively own less than 5% of the total number of the issued and outstanding Class B Common Shares of the Company, each issued and outstanding share of Class B Common Share shall be automatically and immediately converted into one share of Class A Common Share, and no Class B Common Shares shall be issued by the Company thereafter.

(iii) Upon any sale, transfer, assignment or disposition of Class B Common Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Common Shares shall be automatically and immediately converted into an equal number of Class A Common Shares; provided that, except as set forth in Article 10(d)(iv) below, a change in the beneficial ownership of Class B Common Shares from a holder of Class B Common Shares to an Affiliate of such holder shall not cause a conversion under this Article 10(d)(iii). In addition, if at any time more than fifty percent (50%) of the ultimate beneficial ownership of any holder of Class B Common Shares (other than the Founders or the Founders’ Affiliates) changes, each such Class B Common Share shall be automatically and immediately converted into one Class A Common Share. For the avoidance of doubt, (a) the transfer, assignment or disposition of Class B Common Shares by a holder thereof to any of the following shall be exempt from, and not trigger, the automatic conversion contemplated under this Article 10(d)(iii): (i) a Founder or a Founder’s Affiliate or (ii) to a limited partner or a shareholder of such holder; and (b) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically converted into the same number of Class A Common Shares.

(iv) For the avoidance of doubt, a transfer shall be effective upon the Company’s registration of such transfer in its register of Members. For purposes of Article 10(d)(iii) and Article 10(d)(iv), “beneficial ownership” shall have the meaning defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended.

(v) Any conversion of Class B Common Shares into Class A Common Shares pursuant to this Article 10 shall be effected by means of the re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions and which shall rank pari passu in all respects with the Class A Common Shares then in issue. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Common Shares as Class A Common Shares.

(vi) Upon conversion, the Company shall allot and issue the relevant Class A Common Shares to the converting Member, enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares resulting from the conversion of the Class B Common Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect of the relevant Class A Common Shares, together with a new certificate for any unconverted Class B Common Shares comprised in the certificate(s) surrendered by the holder of the Class B Common Shares, are issued to the holders of the Class A Common Shares and Class B Common Shares, as the case may be.

7

(vi) Save and except for voting rights and conversion rights as set out in this Article 10(c) and (d), the Class A Commons Shares and the Class B Common Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

VARIATION OF RIGHTS

11. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

SHARES

12. (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which 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 Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.

(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

​

8

13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16. Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

19. Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

LIEN

22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before

​

9

or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

23. Subject to these Articles, the Company may sell in such manner as the Board determines any share 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, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred 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 relating to the sale.

CALLS ON SHARES

25. Subject to these Articles and to the terms of allotment, the Board 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), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys

​

10

so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

42. 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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

​

11

43. (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Law. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement of the Designated Stock Exchange , be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If corporate action without a general meeting is to be taken, the record date for determining the Members entitled to express consent to such corporate action in writing, when no prior action by the Board is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its head office. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46. Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

​

12

(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.

49. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:-

50. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member 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. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

​

13

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser 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 relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

56. An annual general meeting of the Company shall be held in each year other than the year in which these Articles were adopted at such time and place as may be determined by the Board.

57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board.

58. Only a majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

(2) The notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

​

14

61. (1) All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting, with the exception of:

(2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, one or more Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes.

62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

63. The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman.

64. The chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

65. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

VOTING

66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by the chairman of such meeting or by any one Member present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

67. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

​

15

68. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll.

69. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

71. On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting 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 other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

77. If:

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

78. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him

​

16

and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

79. 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 its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time

appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member 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 Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2) If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.

(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

BOARD OF DIRECTORS

​

17

​

86. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and shall hold office until their successors are elected or appointed.

(2) Subject to the Articles and the Law, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board.

(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. Each Director shall hold office until the expiration of his term and until his successor shall have been elected and qualified.

(4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(5) Subject to any provision to the contrary in these Articles, a Director may be removed by special resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

(7) The Company may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

DISQUALIFICATION OF DIRECTORS

87. The office of a Director shall be vacated if the Director:

(1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

(2) becomes of unsound mind or dies;

(3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or

(4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5) is prohibited by law from being a Director; or

(6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

EXECUTIVE DIRECTORS

88. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

89. Notwithstanding Articles 94, 95 and 96, an executive director appointed to an office under Article 88 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

​

18

90. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

91. An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

92. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from the People’s Republic of China or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

93. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS’ FEES AND EXPENSES

94. The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or otherwise in connection with the discharge of his duties as a Director.

95. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

96. The Board shall from time to time determine the amount and terms payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

DIRECTORS’ INTERESTS

97. A Director may:

​

19

Notwithstanding the foregoing, no “Independent Director” as defined in NASD Rules or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.

98. Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement 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 or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 102 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction” as defined by Item 7.N of Form 20F promulgated by the SEC, shall require the approval of the Audit Committee.

99. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

100. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

GENERAL POWERS OF THE DIRECTORS

101. (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such

​

20

provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

102. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

103. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

104. The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

105. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

106. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an

​

21

employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

BORROWING POWERS

107. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

108. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

109. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

110. (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

111. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

112. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.

113. (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be the majority of the Board. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2) Directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

114. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

115. The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

116. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

​

22

117. (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

118. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

119. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

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

AUDIT COMMITTEE

121. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the NASD Rules and the rules and regulations of the SEC.

122. (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

123. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any f the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate (other than a subsidiary) of the Company.

OFFICERS

124. (1) The officers of the Company shall consist of the Chairman of the Board, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

(3) The officers shall receive such remuneration as the Directors may from time to time determine.

​

23

125. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board.

126. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

127. A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

128. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law.

MINUTES

(2) Minutes shall be kept by the Secretary at the Office.

SEAL

130. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.

(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

131. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee

​

24

which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

132. (1) The Company shall be entitled to destroy the following documents at the following times:

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

133. Subject to the Law, the Company in general meeting or the Board may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.

134. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.

136. The Board, and only the Board, may from time to time declare to pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of

​

25

those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

137. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

138. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

139. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

140. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

141. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

142.(1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

​

26

Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(2)  (a)   The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of

paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

(3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions

​

27

of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

143.(1) The Board shall establish an account to be called the 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 in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.

(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

144. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

145. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

SUBSCRIPTION RIGHTS RESERVE

146. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law:

​

28

in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

147. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

148. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.

149. Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

​

29

150. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 152 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

151. The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 153 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

(1) The Board shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Board appoints another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

(2) The Board may remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

153.Subject to the Law the accounts of the Company shall be audited at least once in every year.

154.The remuneration of the Auditor shall be fixed by the Board.

155. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

156. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

157. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this act and name such country or jurisdiction.

NOTICES

158. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the

​

30

requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

160.(1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person 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, mental disorder or bankruptcy had not occurred.

(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

161. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received.

WINDING UP

162.(1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

163.(1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution

​

31

amongst the Members of the Company 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 pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a 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.

(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property 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 authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY

164.(1) The Directors, Secretary and other officers for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NAME OF COMPANY

165. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

INFORMATION

166. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

32

Exhibit 4.15

​

EQUITY PLEDGE AGREEMENT

​

THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into on January 15, 2021 (“Execution Date”)

​

BY AND AMONG:

​

1.    Guangzhou Qianxun Internet Technology Co., Ltd. (the “Pledgor”)
Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center,
No. 278 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou
Legal representative: Wenxian Zhong
​

2.    Guangzhou Baiguoyuan Internet Technology Co., Ltd. (the “Company”)
Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center,
No. 278 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou
Legal representative: Wenxian Zhong

​

3.    Guangzhou Baiguoyuan Information Technology Co., Ltd. (the “Pledgee”)
Registered address: 5/F to 13/F, West Tower, Building C, No. 274 Xingtai Road,
Shiqiao Street, Panyu District, Guangzhou
Legal representative: Wenxian Zhong

​

In this Agreement, the aforementioned parties are referred to individually as a “Party” and collectively as the “Parties”.

​

WHEREAS:

​

1.    The Pledgor is the registered shareholder of the Company and lawfully hold all equity interest in the Company (“Company Equity”). As of the Execution Date, the amount of its contribution to the registered capital of the Company is Renminbi Ten Million, and its shareholding percentage in total is 100%. The registered capital has not been paid in. The basic information of the Company sets forth in Schedule 1 hereto.

​

2.   The Parties hereto entered into a Shareholder Voting Rights Proxy Agreement (“Proxy Agreement”) on January 15, 2021, pursuant to which the each of the Pledgor has irrevocably granted a general power of attorney to such persons as may then be appointed by the Pledgee to exercise its entire shareholder voting rights in the Company on behalf of the Pledgor.

​

3.    The Company and the Pledgee entered into an Exclusive Service Agreement (“Service Agreement”) on January 15, 2021, pursuant to which the Company has, on an exclusive basis, engaged the Pledgee to provide it with relevant services and agrees to pay relevant service fees to the Pledgee for such services.

​

4.    The Parties hereto entered into an Exclusive Option Agreement (“Option Agreement”) on January 15, 2021, pursuant to which the Pledgor and the Company shall, to the extent permitted by the PRC Laws, transfer, at the request of the Pledgee, all or part of their equity interests in the Company or all or part of the assets of the Company respectively to the Pledgee and/or any entity and/or

​

​

1

individual designated by it, or the Company shall decrease its capital and the Pledgee and/or any entity and/or individual designated by it shall subscribe for the newly increased registered capital of the Company.

​

5.    As security for the performance by the Pledgor of their Contractual Obligations (as defined below) and their repayment of the Secured Indebtedness (as defined below), each Pledgor is willing to pledge all of its Company Equity to the Pledgee and create first priority pledge in favor of the Pledgee; and the Company has agreed to such equity pledge arrangement.

​

NOW, THEREFORE, upon consensus through consultation, the Parties agree as follows:

​

ARTICLE I         DEFINITIONS

​

1.1          Unless otherwise required by the context, the following terms shall have the following meanings in this Agreement:

​

​

​

​

​

​

1.2         In this Agreement, any reference to any PRC Law shall be deemed to include (i) a reference to such PRC Law as modified, amended, supplemented or reenacted, effective either before or after the date hereof; and (ii) a reference to any other decision, circular or rule made thereunder or effective as a result thereof.

​

1.3         Unless otherwise required by the context, a reference to an article, section, clause or paragraph herein shall be a reference to an article, section, clause or paragraph of this Agreement.

​

ARTICLE II         EQUITY PLEDGE

​

2.1         The Pledgor hereby agrees to pledge, in accordance with the terms hereof, its lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the performance by such Pledgor of its Contractual Obligations and its repayment of the Secured Indebtedness. The Company hereby agrees for the Pledgor to so pledge the Pledged Equity to the Pledgee in accordance with the terms hereof.

​

2.2         The Pledgor covenants that it will assume the responsibility of recording the equity pledge arrangement (“Equity Pledge”) hereunder in the shareholder’s register of the Company on the Execution Date. Each Pledgor further covenants that it will use its best efforts and take all necessary measures to register the Equity Pledge as soon as possible with the competent administrative authority for market regulation of the Company after the Execution Date.

​

2.3         During the validity term hereof, the Pledgee shall not be liable in whatsoever manner for any diminution in value of the Pledged Equity and the Pledgor shall have no right to seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee or its gross negligence having immediate causal link with such result.

​

2.4         Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of

​

​

the Pledgee. In addition, upon request by the Pledgee, the Pledgor shall provide other property as security for the Secured Indebtedness.

​

2.5         Upon occurrence of any Event of Default, the Pledgee shall be entitled to dispose of the Pledged Equity in such manner as prescribed by Article IV hereof.

​

2.6         The Pledgor shall not increase the capital of the Company except with prior consent of the Pledgee. Any increase in the capital contribution made by the Pledgor to the registered capital of the Company as a result of any capital increase shall equally become part of the Pledged Equity, and the Pledgor shall register the pledge of the Company Equity corresponding to such capital contribution with the competent administrative authority for market regulation of the Company.

​

2.7         The Pledgor shall not receive any dividend or profit in respect of the Pledged Equity except with prior consent of the Pledgee. Any dividend or profit received by the Pledgor in respect of the Pledged Equity shall be deposited into an account designated by the Pledgee, monitored by the Pledgee and first applied towards repayment of the Secured Indebtedness.

​

2.8         Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of the Pledgor in accordance with the terms hereof.

​

ARTICLE III         RELEASE OF PLEDGE

​

3.1         Upon full and complete performance by the Pledgor and the Company of all of their Contractual Obligations and full repayment of the Secured Indebtedness, the Pledgee shall, at the request of the Pledgor, release the Equity Pledge hereunder and cooperate with the Pledgor in relation to both the deregistration of the Equity Pledge in the shareholder’s register of the Company and the deregistration of the Equity Pledge with the relevant administrative authority for market regulation; reasonable costs arising out of such release of the Equity Pledge shall be borne by the Pledgee.

​

ARTICLE IV         DISPOSAL OF PLEDGED EQUITY

​

4.1         The Parties hereby agree that upon occurrence of any Event of Default, the Pledgee shall be entitled to exercise, upon written notice to the Pledgor, all of the remedies, rights and powers available to it under the PRC Laws, the Transaction Agreements and this Agreement, including, without limitation, the right to auction or sell the Pledged Equity for prior satisfaction of claims. The Pledgee shall not be held liable for any losses resulting from its reasonable exercise of such rights and powers.

​

The Pledgor further acknowledges and agrees that its breach of Article IX hereof shall constitute its material breach of this Agreement; the Company further acknowledges and agrees that its breach of Article X hereof shall constitute its material breach of this Agreement.

​

​

​

4.2         The Pledgee shall be entitled to appoint, in writing, its counsels or other agents to exercise any and all of its foregoing rights and powers, and neither any Pledgor nor the Company shall object thereto.

​

4.3         The Pledgee shall have the right to fully deduct all reasonable costs incurred by it in connection with its exercise of any or all of its foregoing rights and powers from the proceeds obtained as a result of such exercise of rights and powers.

​

4.4         The proceeds obtained as a result of the exercise by the Pledgee of its rights and powers shall be applied in the following order of precedence:

​

(a)   towards payment of all costs arising out of the disposal of the Pledged Equity and the exercise by the Pledgee of its rights and powers (including fees paid to its counsels and agents);

​

(b)   towards payment of the taxes payable in connection with the disposal of the Pledged Equity; and

​

(c)   towards repayment of the Secured Indebtedness to the Pledgee.

​

Any balance after the deduction of the foregoing payments shall either be returned by the Pledgee to the Pledgor or any other person who may be entitled to such balance under relevant laws and regulations or be deposited by the Pledgee with a notary organ of the place of the Pledgee (any costs arising out of such deposit shall be borne by the Pledgee).

​

4.5         The Pledgee shall have the right to exercise, at its option, concurrently or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to the exercise of its right to auction or sell the Pledged Equity hereunder.

​

ARTICLE V         COSTS AND EXPENSES

​

5.1         All actual costs and expenses arising in connection with the creation of the Equity Pledge hereunder, including, without limitation, the stamp duty, any other taxes and all legal costs, shall be borne by the Parties severally.

​

ARTICLE VI         CONTINUING GUARANTEE AND NON-WAIVER

​

6.1         The Equity Pledge created hereunder shall constitute a continuing guarantee and shall remain valid until full performance of the Contractual Obligations or full repayment of the Secured Indebtedness, whichever occurs later. Neither any waiver or grace granted by the Pledgee with respect to any breach by any Pledgor nor any delay of the Pledgee in its exercise of any of its rights under the Transaction Agreements and this Agreement shall affect the right of the Pledgee under this Agreement, relevant PRC Laws and the Transaction Agreements to require at any time thereafter the Pledgor to strictly perform the Transaction Agreements and this Agreement or any right that may be available

​

​

to the Pledgee as a result of any subsequent breach by the Pledgor of the Transaction Agreements and/or this Agreement.

​

ARTICLE VII         REPRESENTATIONS AND WARRANTIES BY THE PLEDGOR

​

The Pledgor represents and warrants to the Pledgee that:

​

7.1         It is a is a limited partnership duly registered and validly existing under the PRC Laws; and has full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

​

7.2         All reports, documents and information provided by it to the Pledgee prior to the effectiveness of this Agreement with respect to all matters pertaining to such Pledgor or required by this Agreement are true, correct, complete and not misleading in all material respects as of the effectiveness of this Agreement.

​

7.3         All reports, documents and information provided by it to the Pledgee subsequent to the effectiveness of this Agreement with respect to all matters pertaining to such Pledgor or required by this Agreement are true and valid in all material respects as of the time of provision of the same.

​

7.4         As of the effectiveness of this Agreement, such Pledgor is the sole lawful owner of the Pledged Equity free from any ongoing or potential dispute or any third party claim as to the ownership thereof; and such Pledgor has the right to dispose of the Pledged Equity or any part thereof.

​

7.5         Other than the security interest created on the Pledged Equity hereunder and the rights created under the Transaction Agreements, the Pledged Equity is free from any other security interests, third party rights or interests or any other restrictions.

​

7.6         The Pledged Equity may be lawfully pledged and assigned, and such Pledgor has full rights and powers to pledge the Pledged Equity to the Pledgee in accordance with the terms hereof.

​

7.7         Once duly executed by such Pledgor, this Agreement will constitute lawful, valid and binding obligations of such Pledgor.

​

7.8         Other than the registration of the Equity Pledge with the relevant administrative authority for market regulation, any consents, permissions, waivers or authorizations by any third party or any approval, license or exemption from or any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder, have been obtained or completed and will remain fully valid during the validity term hereof.

​

7.9          The execution and performance by such Pledgor of this Agreement do not

​

​

violate or conflict with any law applicable to such Pledgor, any agreement to which such Pledgor is a party or by which he is bound, any court judgment, any arbitral award, or any decision of any administrative authority.

​

7.10       The pledge hereunder constitutes a first priority security interest on the Pledged Equity.

​

7.11       All taxes and costs payable in connection with the acquisition of the Pledged Equity have been paid in full by such Pledgor.

​

7.12       There are no pending, or to the knowledge of such Pledgor, threatened, suits, legal proceedings or claims before any court or arbitral tribunal or by any governmental body or administrative authority against such Pledgor or its property or the Pledged Equity having a material or adverse effect on the financial condition of such Pledgor or its ability to perform its obligations and the guarantee liability hereunder.

​

7.13       The Pledgor hereby warrants to the Pledgee that the foregoing representations and warranties will remain true and correct and be fully complied with under all circumstances at any time prior to the full performance of the Contractual Obligations or full repayment of the Secured Indebtedness.

​

ARTICLE VIII         REPRESENTATIONS AND WARRANTIES BY THE COMPANY

​

The Company represents and warrants to the Pledgee that:

​

8.1         It is a limited liability company duly registered and lawfully existing under the PRC Laws with independent legal personality; and has full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

​

8.2         All reports, documents and information provided by it to the Pledgee prior to the effectiveness of this Agreement with respect to all matters pertaining to the Pledged Equity or required by this Agreement are true, correct, complete and not misleading in all material respects as of the effectiveness of this Agreement.

​

8.3         All reports, documents and information provided by it to the Pledgee subsequent to the effectiveness of this Agreement with respect to all matters pertaining to the Pledged Equity or required by this Agreement are true and valid in all material respects as of the time of provision of the same.

​

8.4         Once duly executed by it, this Agreement will constitute lawful, valid and binding obligations of the Company.

​

8.5         It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

​

​

​

8.6         There are no pending, or to the knowledge of the Company, threatened, suits, legal proceedings or claims before any court or arbitral tribunal or by any governmental body or administrative authority against the Pledged Equity, the Company or its assets having a material or adverse effect on the financial condition of the Company or the ability of the Pledgor to perform its obligations and the guarantee liability hereunder.

​

8.7         The Company hereby agrees to be severally and jointly liable to the Pledgee for the representations and warranties made by the Pledgor under Sections 7.4, 7.5, 7.6, 7.8 and 7.10 hereof.

​

8.8         The Company hereby warrants to the Pledgee that the foregoing representations and warranties will remain true and correct and be fully complied with under all circumstances at any time prior to the full performance of the Contractual Obligations or full repayment of the Secured Indebtedness.

​

ARTICLE IX         UNDERTAKINGS BY THE PLEDGORS

​

The Pledgor hereby agree and irrevocably undertake to the Pledgee that:

​

9.1         Without prior written consent of the Pledgee, the Pledgor will not create or permit to be created any new pledge or any other security interest on the Pledged Equity, and any pledge or any other security interest created on all or part of the Pledged Equity without prior written consent of the Pledgee shall be null and void.

​

9.2         Without prior written notice to and prior written consent of the Pledgee, (i) the Pledgor will not assign or otherwise dispose of the Pledged Equity or request the Company to decrease its capital, and any of such actions taken by the Pledgor without prior consent of the Pledgee shall be null and void; (ii) the Pledgor will not assist or permit other existing shareholders (as applicable) to take any of the foregoing actions without prior written consent of the Pledgee. The proceeds received by the Pledgor from the assignment or other disposal of the Pledged Equity shall be first applied towards early full repayment of the Secured Indebtedness to the Pledgee or deposited with a third party to be agreed with the Pledgee.

​

9.3        Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the interests of the Pledgor or the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor warrants that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity.

​

9.4         The Pledgor warrants that it shall complete the business term extension registration formalities of the Company within three (3) months prior to the expiry of the business term of the Company such that the validity of this Agreement shall be maintained.

​

​

​

9.5         The Pledgor shall not do or permit to be done any act or action likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity.

​

9.6         The Pledgor will use its best efforts and take all necessary measures to register the Equity Pledge hereunder as soon as possible with the relevant administrative authority for market regulation after the execution of this Agreement, and the Pledgor warrant, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests.

​

9.7         Should the exercise of the pledge rights hereunder result in an assignment of any Pledged Equity, the Pledgor warrants that it will take all actions to realize such assignment.

​

9.8        The Pledgor ensures that the shareholder’s resolutions adopted, convening procedures of, the methods of voting at and the contents of the shareholders’ meeting (as applicable) and board meetings of the Company held in connection with the execution of this Agreement and the creation and exercise of the pledge rights hereunder shall not violate laws, administrative regulations or the articles of association of the Company.

​

9.9         Once the Pledgor knows or should have known any possible transfer of the Pledged Equity held by him to any third parties other than the Pledgee or any individual or entity designated by the Pledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Pledgee immediately and without delay.

​

ARTICLE X         UNDERTAKINGS BY THE COMPANY

​

The Company hereby agrees and irrevocably undertakes to the Pledgee that:

​

10.1      The Company will use every effort to assist with the obtainment of any consents, permissions, waivers or authorizations by any third party or any approval, license or exemption from any governmental body or the completion of any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder, and the maintenance of the same in full force and effect during the validity term hereof.

​

10.2       Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to create any new pledge or any other security interest on the Pledged Equity.

​

10.3       Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to assign or otherwise dispose of the Pledged Equity.

​

10.4       Should there arise any suit, arbitration or other claims which are likely to have

​

​

an adverse effect on the Company, the Pledged Equity or the interests of the Pledgee under the Transaction Agreements and this Agreement, the Company warrants that it will notify the Pledgee in writing of the same as soon as possible and without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary actions to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity.

​

10.5      The Company warrants that it shall complete its business term extension registration formalities within three (3) months prior to the expiry of its business term such that the validity of this Agreement shall be maintained.

​

10.6      The Company shall not do or permit to be done any act, action or omission likely to have an adverse effect on the interests of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity.

​

10.7      The Company will, during the first month of each calendar quarter, submit to the Pledgee the financial statements of the Company for the preceding calendar quarter, including, without limitation, the balance sheet, the income statement and the cash flow statement.

​

10.8      The Company warrants, in accordance with the reasonable request of the Pledgee, to take all necessary actions and execute all necessary documents (including, without limitation, any supplement hereto) to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests.

​

10.9      Should the exercise of the pledge rights hereunder result in an assignment of any Pledged Equity, the Company warrants that it will take all actions to realize such assignment.

​

10.10    The Company covenants that it will assist the Pledgor to register the Equity Pledge hereunder with the competent administrative authority for market regulation of the Company as soon as possible after the execution of this Agreement and provide all necessary cooperation to complete such registration in a timely manner.

​

10.11    Once the Company knows or should have known any possible transfer of the Pledged Equity held by the Pledgor to any third parties other than the Pledgee or any individual or entity designated by the Pledgee as a result of applicable PRC Laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify the Pledgee immediately and without delay.

​

ARTICLE XI         FUNDAMENTAL CHANGES OF CIRCUMSTANCES

​

11.1        As a supplementary agreement and without contravening other provisions of the Transaction Agreements and this Agreement, if, at any time, in the opinion of the Pledgee, as a result of any promulgation of or amendment to any PRC Laws, regulations or rules, or any change in the interpretation or application of such laws, regulations or rules, or any change in relevant registration procedures, the maintenance of the validity of this Agreement and/or the

​

​

disposal of the Pledged Equity in the manner prescribed hereby becomes illegal or contravenes such laws, regulations or rules, the Pledgor and the Company shall, based on the Pledgee’s written instructions and in accordance with its reasonable request, immediately take any actions and/or execute any agreements or other documents so as to:

​

(a)   maintain the validity of this Agreement;

​

(b)   facilitate the disposal of the Pledged Equity in the manner prescribed hereby; and/or

​

(c)   maintain or realize the security created or purported to be created hereunder.

​

ARTICLE XII         EFFECTIVENESS AND TERM OF AGREEMENT

​

12.1       This Agreement shall become effective when all of the following conditions are met：

​

(a)   this Agreement has been duly executed by the parties; and

​

(b)   the pledge of equity under this Agreement has been recorded in the register of shareholders of the Company in accordance with law.

​

12.2       The term of this Agreement shall end when the Contractual Obligations have been fully performed or the Secured Indebtedness have been fully repaid, whichever is later.

​

ARTICLE XIII         NOTICES

​

13.1       Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Parties.

​

13.2       Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or email; or upon delivery if delivered in person; or two (2) days after posting if delivered by mail.

​

ARTICLE XIV         MISCELLANEOUS

​

14.1       The Pledgor and the Company agree that the Pledgee may, immediately upon notice to the Pledgor and the Company, assign its rights and/or obligations hereunder to any third party; provided that without prior written consent of the Pledgee, neither the Pledgor nor the Company may assign their respective rights, obligations or liabilities hereunder to any third party.

​

14.2       The sum of the Secured Indebtedness determined by the Pledgee in its discretion in connection with its exercise of its pledge rights to the Pledged Equity in accordance with the terms hereof shall constitute the conclusive evidence for the Secured Indebtedness hereunder.

​

​

​

14.3      This Agreement is made in Chinese in five (5) originals, of which one (1) copy shall be held by the Company, one (1) copy shall be used for governmental approval/registration purposes and the three (3) copies shall be kept by the Pledgee.

​

14.4       The entry into, effectiveness and interpretation of, and resolution of disputes under, this Agreement shall be governed by the PRC Laws.

​

14.5       Dispute Resolution

​

(a)   All disputes arising out of or in connection with this Agreement shall be first settled by the relevant Parties through amiable consultations; if such Parties fail to resolve the dispute through consultations, the dispute shall be submitted to China Guangzhou Arbitration Commission (“CGAC”) for arbitration according to CGAC arbitration rules in effect at the time of applying for arbitration. The seat of arbitration shall be in Guangzhou. The arbitration award shall be final and binding on the relevant Parties. Except as otherwise required by the arbitration award, the arbitration fees shall be borne by the losing party. The losing party shall also indemnify for the attorneys’ fee and other expenses incurred by the winning party.

​

(b)   Pending the resolution of such dispute, the Parties shall continue to perform the remaining provisions of this Agreement other than the disputed matters.

​

14.6       No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with law or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

​

14.7       No failure or delay by a Party in exercising any right, power or remedy under this Agreement or laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

​

14.8       The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

​

14.9       Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

​

14.10     (i)  Once executed, this Agreement shall replace any other legal documents previously entered into by the Parties in respect of the same subject matter

​

​

hereof. To clarify, despite the foregoing agreement, all parties irrevocably promise, agree and recognize to sign a simplified version of equity pledge agreement (“Simplified Pledge Agreement”), only for the purpose of the pledge registration of the company’s competent administrative department for industry and commerce. If the simplified pledge agreement is inconsistent with this agreement, the agreement is not as clear as this agreement, or the simplified pledge agreement does not cover matters, this agreement shall prevail. (ii) Any amendments or supplements to this Agreement shall be made in writing. Except for the transfer of rights hereunder by the Pledgee according to Section 14.1 hereof, such amendments or supplements shall become effective only if they are duly signed by the Parties hereto.

​

14.11     This Agreement shall be binding upon the legal assignees or successors of the Parties. The successors or permitted assignees (if any) of the Pledgor and the Company shall continue to perform the respective obligations of the Pledgor and the Company hereunder. The Pledgor warrant to the Pledgee that he has made all appropriate arrangements and executed all necessary documents to ensure that, in the event of its bankruptcy, dissolution or occurrence of other circumstances that might affect exercise of its shareholder rights, his legal assignee, successor, heir, creditor, liquidator, bankruptcy administrator  and other persons that might consequently acquire the Company Equity or relevant rights cannot affect or impede the performance of this Agreement. For this purpose, the Pledgor and the Company shall promptly sign all other documents and take all other actions (including, without limitation, notarization of this Agreement) as required by the Pledgee.

​

14.12     Concurrently with the execution of this Agreement, the Pledgor shall execute a power of attorney (“Power of Attorney”) in the form of Schedule 2 hereto, entrusting any nominee of the Pledgee to execute, on its behalf in accordance with this Agreement, any and all legal documents as may be required in order for the Pledgee to exercise its rights hereunder. Such Power of Attorney shall be submitted to the Pledgee for custody and may be presented by the Pledgee to relevant governmental authorities whenever necessary.

​

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. EXECUTION PAGE FOLLOWS]

​

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Baiguoyuan Internet Technology Co., Ltd.]

​

Pledgor:

​

​

​

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Baiguoyuan Internet Technology Co., Ltd.]

​

Company:

​

​

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Baiguoyuan Internet Technology Co., Ltd.]

​

Pledgee:

​

​

​

Exhibit 4.16

​

Exclusive Service Agreement

​

This Exclusive Service Agreement (this “Agreement”) is made and entered into by and between the following parties on January 15, 2021:

​

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou Legal representative: Wenxian Zhong

​

Registered address: 5/F to 13/F, West Tower, Building C, No. 274 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou Legal representative: Wenxian Zhong

​

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

​

PREAMBLE

​

​

​

advertising production; advertising design, agency; labor services (excluding labor dispatch); occupational intermediary activities; the second category of value-added telecommunications services; the first category of value-added telecommunications services; goods import and export; technology import and export.

​

​

​

NOW, THEREFORE, the Parties have reached the following agreements:

​

​

​

Party A’s Business means all business activities that Party A currently operates and operates at any time during the term of this Agreement.

​

Services means services exclusively provided by Party B to Party A with respect to the Party A’s Business, which may include but without limitation:

​

​

​

​

​

​

(f) Software development, maintenance, and update which the Party A’s Business requires;

​

​

​

​

​

Service Fee means all the fees Party A shall pay to Party B for the Services Party B provides subject to Section 3.

​

Annual Business Plan means according to this Agreement, the Party A’s Business development plan and budget report for the next calendar year prepared by Party A before November 30 of each year, with the assistance of Party B.

​

Business Related Intellectual Property Rights means any and all intellectual property rights related to the Party A’s business developed by Party A on the basis of the services provided by Party B under this agreement.

​

Confidential Information has the meaning assigned to it in Section 6.1.

​

Defaulting Party has the meaning assigned to it in Section 12.1.

​

Default has the meaning assigned to it in Section 12.1.

​

Such Party’s Right has the meaning assigned to it in Section 14.5.

​

1.2Any referring to any law or statutory provision under this Agreement shall be deemed to:

​

​

​

1.3All references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless explicitly stated otherwise

​

2.SERVICES

​

2.1During the term of this Agreement, Party A hereby exclusively engages Party B to provide the Services, and Party B shall provide the Services to Party A diligently pursuant to the requirement of Party A’s Business. Both Parties understand that, the actual Services provided by Party B shall be limited to the approved business scope of Party B; if the Services Party A requires exceed the approved business scope of Party B, Party B will apply for extension of its business scope under the maximum scope permitted by the laws, and will provide related Services after permission of such extension.

​

2.2For the purpose of providing Services in accordance with this Agreement, Party B shall communicate with Party A and exchange various information related to the Party A’s Business.

​

​

​

2.3Notwithstanding any other provisions of this Agreement, Party B is entitled to appoint any third party to provide any or all of the Services under this Agreement, or perform any obligations under this Agreement on behalf of Party B. Party A hereby agrees that Party B has the right to transfer or assign the rights and obligations of Party B under this Agreement to any third party.

​

3.SERVICE FEE

​

3.1.1 After mutual consents between both Parties, for the Services provided by Party B to Party A in each calendar year within the term of this agreement, Party A shall pay Party B the relevant Service Fee on an annual basis; and

​

3.1.2 With respect to the Service Fee incurred by the specific Services Party B provided as required by Party A from time to time, after mutual consents between both Parties, Party A shall pay the Service Fee separately.

​

​

3.3Both Parties agree, without violating any mandatory requirement of any laws and regulations, the amount of the Service Fee and service scope as set forth in Section 3.1 and 3.2, may be confirmed and adjusted by both Parties in accordance with advices made by Party B from time to time.

​

3.4The parties shall bear the taxes they shall pay and withhold the taxes (if any) in accordance with the applicable law.

​

4.PARTY A’S OBLIGATION

​

4.1The Services provided by Party B is exclusive. During the term of this Agreement, without prior written consent of Party B, the Party A shall not enter into any agreement with any third party and accept any services identical or similar to the Services hereunder from any third party.

​

4.2Party A shall provide the Annual Business Plan to Party B before November 30 of each year, to the extent that Party B could arrange Services plan and add necessary personnel and resources. If Party A requires personnel supplement temporarily, Party A shall negotiate with Party B with 15 days in advance to reach an agreement.

​

4.3For better Services provided by Party B, Party A shall timely provide related materials that Party B requires.

​

4.4Party A shall pay the Service Fee in a timely and sufficient manner in accordance with Section 3.

​

​

​

4.5Party A should maintain its own good reputation, actively expand its business, and strive to maximize revenue.

​

4.6During the term of this Agreement, Party A agrees to cooperate with Party B and Party B’s parent company (including direct or indirect) to conduct related-party transaction audits and other audits, and provide Party B, its parent company, or its authorized auditors with information on Party A’s operations, business, customers, finances, employees and other related information and materials, and agree that Party B’s parent company shall disclose such information and materials in order to meet the regulatory requirements of the place where its securities are listed.

​

5.INTELLECTUAL PROPERTY RIGHTS

​

5.1Party B shall have proprietary rights and interests in all rights, ownership, interests of the intellectual property rights it already has before entering into this Agreement, and created or arising out of providing of Services during the term of this Agreement.

​

5.2Since the operation of Party A’s Business depends on the Services provided by Party B under this Agreement, Party A agrees to the following arrangements regarding the Business Related Intellectual Property Rights developed by Party A on the basis of such Services:

​

​

​

​

​

5.3If Party B is licensed to exclusively use the Business Related Intellectual Property Rights according to Section 5.2 (2) of this Agreement, such license shall be implemented in according with the following rules:

​

​

​

​

​

​

5.4Notwithstanding Section 5.2 (2) above, if any Business Related Intellectual Property Rights described in such Section can be valid only after registration of ownership under applicable laws, then the application for registration of ownership shall be implemented in according with the following rules:

​

​

​

​

​

allowed by the laws of China; after Party B has obtained the right to apply for registration of ownership of the Business Related Intellectual Property Rights, filed the registration of ownership and completed the registration, Party B shall be the legal owner of such registration of ownership.

​

5.5Both Parties respectively warrants to each other that they will compensate the other Party for any and all economic losses due to any infringement of the intellectual property rights of any third party.

​

6.CONFIDENTIALITY

​

6.1Regardless of whether this Agreement is terminated or not, both parties shall strictly keep confidential the trade secrets, proprietary information, customer information and other confidential information of the other Party obtained during the execution and performance of this Agreement. Without the prior written consent from the disclosing Party, or mandatorily required to be disclosed to third party by relevant laws and regulations or the requirements of the listing place of a Party's related company, the receiving Party should not disclose any confidential information to any third party; unless for the purpose of performance of this Agreement, the receiving Party should not use or indirectly use any confidential information.

​

6.2Confidential information shall not include information:

​

​

​

​

6.3The receiving Party may disclose confidential information to its relevant employees, agents or professionals engaged, provided the receiving Party shall ensure the abovementioned personnel be in compliance with the relevant terms and conditions of this Agreement and be liable for any responsibilities incurred by breach of the relevant terms and conditions of this Agreement by the abovementioned personnel.

​

6.4Notwithstanding any other terms of this Agreement, this section shall still be valid and binding upon the termination of this Agreement.

​

7.REPRESENTATIONS AND WARRANTIES OF PARTY A

​

Party A represents and warrants to Party B as follows:

​

7.1It is a limited liability company legally registered and validly existing in accordance with the PRC laws and has independent legal capacity; has complete and independent legal status and legal

​

​

capacity to sign, deliver and perform this Agreement, and can independently act as a party to a litigation.

​

7.2It has the full internal power and authorization to sign and deliver this Agreement and all other documents that it will sign related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement. This Agreement is legally and appropriately signed and delivered by it. This Agreement constitutes the Party A’s legal, valid and binding obligations, and shall be enforceable against it.

​

7.3It shall promptly inform Party B of circumstances that have caused or may cause a material adverse effect on the Party A’s Business and its operations, and shall use its best effort to prevent the occurrence of such circumstances and/or the expansion of losses.

​

7.4Without the written consent of Party B, Party A will not, in any form, dispose of Party A’s material assets, nor will it change Party A’s existing equity structure.

​

7.5Upon being effective of this Agreement, Party A has obtained all necessary business license, competent rights and qualification to conduct Party A’s Business now engaged in the territory of China;

​

7.6Once Party B submits a written request, Party A will use all accounts receivables and/or all other assets that are legally owned and can be disposed of at that time, in a manner permitted by law, as guarantee of payment obligation of the Service Fee set forth in Section 3 of this Agreement.

​

7.7Without the written consent of Party B, Party A shall not enter into any other agreement or arrangement that conflicts with this Agreement or may damage Party B's rights and interests under this Agreement.

​

8.REPRESENTATIONS AND WARRANTIES OF PARTY B

​

Party B represents and warrants to Party A as follows:

​

8.1It is a limited liability company legally registered and validly existing in accordance with the PRC laws and has independent legal capacity; has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as a party to a litigation.

​

8.2It has the full internal power and authorization to sign and deliver this Agreement and all other documents that it will sign related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement. This Agreement is legally and appropriately signed and delivered by it. This Agreement constitutes the Party B’s legal, valid and binding obligations, and shall be enforceable against it.

​

9.TERM

​

​

9.1This Agreement takes effect as of the date of execution. Unless otherwise provided in this Agreement, or this Agreement terminated by Party B in writing, the term of this Agreement shall be twenty (20) years. After the expiration of this Agreement, unless Party B informs Party A 30 days in advance that this Agreement will not be renewed, this Agreement will be automatically renewed for one year after the expiration of the term, and so on.

​

9.2If Party A or Party B fails to complete the approval and registration procedures for extending the business term at the expiration of the business term, this Agreement shall be terminated on the date when the business term of Party A or B expires. Both Parties shall complete the approval and registration procedures for extending the business term within three months before the expiration of their respective business term, to the extent that the term of this Agreement could be extended.

​

9.3After the termination of this Agreement, both Parties shall still abide by their obligations under Section 6 of this Agreement.

​

10.INDEMNIFICATION

​

The Party A shall indemnify and hold harmless Party B from all the losses including but not limited to any losses caused by any lawsuit, claims, arbitration, damages by any third party or governmental investigation and penalties against Party B arising from providing the Services. However, if the losses are caused by Party B's willful conduct or gross negligence, such losses shall not be included in the indemnification.

​

11.NOTICE

​

11.1All the notices, request, requirement and other communications pursuant to this Agreement shall be delivered to the relevant Party in written form.

​

11.2Abovesaid notices or other notices if given by facsimile transmission or e-mail, shall be deemed effectively given upon successful transmission; if given by person, shall be deemed effectively given upon delivery by person; if given by post, shall be deemed effectively given on the date after two (2) days from posting.

​

12.DEFAULT

​

12.1Both Parties agree and confirm that, if any Party (“Defaulting Party”) materially violates any of the terms under this Agreement, or fails to perform, incompletely perform or delays the performance of any of the obligations under this Agreement, it shall constitute a breach of this Agreement (“Default”). The other Party has the right to request Defaulting Party to make amendments or remedies within reasonable period. If the Defaulting Party fails to make amendments or remedies within reasonable period or ten (10) days after the other Party sends a written notice to Party B and requests for amendments, and if Party A is the Defaulting Party, then Party B is entitled to decide at its own discretion: (1) to terminate

​

​

this Agreement, and requires Defaulting Party to compensate all the losses; or (2) requires the mandatory performance of Defaulting Party 's obligations under this Agreement, and requires the Defaulting Party to compensate all the losses; if Party B is the Defaulting Party, then Party A is entitled to require the performance of the Defaulting Party 's obligations under this Agreement, and require the Defaulting Party to compensate all the losses.

​

12.2Notwithstanding the foregoing Section 12.1, both Parties agree and confirm that, except as otherwise provided by law, Party A shall not unilaterally terminate this Agreement in any circumstances.

​

12.3Notwithstanding any other terms of this Agreement, the validity of this Section 12 shall not be affected by the termination of this Agreement.

​

​

If the performance of this Agreement by any Party is affected or any Party delays or fails to perform its obligation hereunder due to earthquake, typhoon, flood, fire, war, computer virus, design vulnerabilities of instrumental software, hacker attack on internet, modification of governmental policy or laws, and other exceptional situation that cannot be overcome or avoided by the Parties and cannot be foreseen by the Party alleged to be affected by such force majeure, the Party being affected shall immediately notify the other Party by facsimile and provide proof of the details of the force majeure and the reasons why this Agreement cannot be implemented or the performance needs to be delayed. Such proof documents must be issued by a notary institution in the jurisdiction where the force majeure occurred. Based on the extent of the force majeure event’s impact on the performance of this Agreement, the two Parties shall negotiate whether the performance of this Agreement should be partially waived or postponed. Neither Party shall be liable for compensation for the economic losses caused to both Parties by the force majeure event.

​

​

14.1This Agreement is executed in the Chinese language. This Agreement may be executed in five (5) counterparts, which Party A keeps one (1) counterpart, one (1) counterpart for governmental approval or registration, and Party B keeps other three (3) counterparts.

​

14.2This Agreement, including the execution, validity, performance, interpretation and dispute resolution of this Agreement, shall be governed by and construed in accordance with the laws of China

​

14.3Dispute Resolution

​

14.3.1The Parties shall firstly attempt to resolve any and all disputes arising out of or relating to this Agreement through friendly consultations. If a dispute is not resolved through friendly consultations, then each Party may submit the dispute to Guangzhou Arbitration Commission for arbitration in accordance with then effective arbitration rules of such commission. The arbitration shall be conducted in Guangzhou. The award of the arbitration tribunal shall be final and binding upon the Parties. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.

​

​

​

14.3.2When any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfil their respective obligations under this Agreement.

​

14.4Any rights, powers and remedies granted to both Parties by any terms of this Agreement shall not exclude any other rights, powers or remedies that the Party is entitled to in accordance with the laws and other terms under this Agreement, and one Party's exercise of its rights, powers and remedies does not preclude such Party from exercising other rights, powers and remedies.

​

14.5A Party’s failure to exercise or delay in exercising any of its rights, powers and remedies (“Such Party’s Rights”) under this Agreement or the laws will not result in the waiver of such rights, and any single or partial waiver of Such Party’s Rights will not exclude such Party's exercise of such rights in other manner and the exercise of other Such Party’s Rights.

​

14.6The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

​

14.7Each provision of this Agreement shall be severable and independent. If any single or multiple provisions hereof become invalid, illegal or unenforceable in any aspect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected in any aspect.

​

14.8This Agreement once executed shall supersede all prior agreements both Parties executed before, with respect to the subject matter hereof and thereof. Any amendment and supplements to this Agreement shall be made in writing, and only takes effect after the execution by all Parties hereunder, except for Party B’s transfer of its rights under Section 14.9 of this Agreement.

​

14.9Without the prior written consent of Party B, Party A has no right to transfer or assign any of its rights and obligations hereunder to any third party. Party A hereby agrees that Party B may transfer its rights and obligations under this Agreement to a third party, and that Party B only needs to send a written notice to the Party A of such transfer, and there is no need to obtain consent from the Party A for such transfer.

​

14.10This Agreement shall be binding upon the respective successors, assigns, creditors and other person who may acquire the equity or relevant rights of the Parties.

​

14.11The taxes applicable to the execution and performance of this Agreement shall be borne by the respective Party.

​

(The remainder of this page left blank intentionally)

​

​

​

This page is the signature page of the Exclusive Service Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

​

​

​

This page is the signature page of the Exclusive Service Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

​

Exhibit 4.17

​

​

Exclusive Option Agreement

​

This Exclusive Option Agreement (this “Agreement”), dated January 15, 2021, is entered into by and between:

​

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai

Road, Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

​

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai

Road, Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

​

Registered address: 5/F to 13/F, West Tower, Building C, No. 274 Xingtai Road,

Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

​

The parties above shall be hereinafter individually referred to as a “Party”; collectively, the “Parties”.

​

PREAMBLE

​

​

​

​

​

​

​

​

​

​

​

​

NOW, THEREFORE, the Parties agree as follows through negotiations:

​

1.DEFINITIONS

​

​

PRC Laws means the then effective laws, administrative regulations, local regulations, judicial interpretation and other binding regulatory documents of the People’s Republic of China.

​

Shares Purchase Option means the option to purchase the shares of the Company granted by the Existing Shareholders to the WFOE pursuant to the terms and conditions of this Agreement.

​

Assets Purchase Option means the option to purchase the assets of the Company granted by the Company to the WFOE pursuant to the terms and conditions of this Agreement.

​

Shares Subscription Option means the option to request the Company reduce its capital (the amount shall be part of or all of the Option Shares (as defined below)), and to subscribe increased capital of the Company by the WFOE or other entities and/or individuals appointed by it .

​

Option Shares means all the shares of the Company Register Capital (as defined below) held by the Existing Shareholders, namely the shares of 100% of the Company Register Capital.

​

​

​

​

​

Company Registered Capital means as the date hereof, the registered capital of the Company at the amount of RMB10,000,000, also include the increased registered capital by any form of capital increase during the term of this Agreement.

​

Transfer Shares means when the WFOE exercises its Shares Purchase Option, it is entitled to require the Existing Shareholders to transfer the shares of the Company to it and/or its designated entity and/or individual in accordance with the provisions of Section 3 of this Agreement. The number of which may be all or part of the Option Shares, and the specific number shall be freely determined by the WFOE in accordance with the PRC laws and its own commercial considerations.

​

Transfer Assets means when the WFOE exercises its Assets Purchase Option, it is entitled to require the Company to transfer the assets of the Company to it and/or its designated entity and/or individual in accordance with the provisions of Section 3 of this Agreement. It may be all or part of the Company Assets, and shall be freely determined by the WFOE in accordance with the PRC laws and its own commercial considerations.

​

Increased Capital Shares means when the WFOE exercises its Shares Subscription Option before or after the reduction of capital of the Company, the WFOE and/or its designated entity and/or individual is entitled to subscribe the newly increased capital of the Company in accordance with the provisions of Section 3 of this Agreement. The specific number of which shall be freely determined by the WFOE in accordance with the PRC laws and its own commercial considerations.

​

Exercise means the WFOE exercises its Shares Purchase Option, Assets Purchase Option and Shares Subscription Option.

​

Transfer Price means in each Exercise, all the considerations that need to be paid by the WFOE and/or its designated entity and/or individual to the Existing Shareholders or the Company in order to obtain the Transfer Shares or Transfer Assets.

​

Capital Reduction Price means in each Exercise, all the considerations that the Company needs to pay to the Existing Shareholders in respect of the reduction of Company Register Capital.

​

Capital Increase Price means in each Exercise, all the considerations that need to be paid by the WFOE and/or its designated entity and/or individual to the Company for subscription of the Increased Capital Shares.

​

Business License means any approvals, permits, filings and registrations that the company must hold in order to operate all its businesses legally and effectively, including but not limited to “Enterprise Entity Business License” and other relevant permits and licenses required by the PRC Laws then.

​

Company Assets means all the tangible and intangible assets the Company owned or has the right to dispose, including but not limited to any real estate, moveable properties, and intellectual properties such as trademarks, copyrights, patents, domain names, software use rights.

​

​

​

​

​

Material Contracts means the contracts Company as a party have material effects on the Company's business or assets, including but not limited to the Exclusive Service Agreemen signed by the Company and the WFOE simultaneously with this Agreement and other material contracts about the Company's business.

​

Exercise Notice  has the meaning assigned to it in Section 3.9.

​

Confidential Information has the meaning assigned to it in Section 8.1.

​

Defaulting Party has the meaning assigned to it in Section 11.1.

​

Default has the meaning assigned to it in Section 11.1.

​

Non-defaulting Party has the meaning assigned to it in Section 11.1.

​

Such Party’s Right has the meaning assigned to it in Section 12.5.

​

1.2Any referring to any law or statutory provision under this Agreement shall be deemed to:

​

​

1.3All references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless explicitly stated otherwise

​

2.GRANT OF SHARES PURCHASE OPTION, ASSETS PURCHASE OPTION AND SHARE SUBSCRIPTION OPTION

​

2.1The Existing Shareholders hereby agree to exclusively grant an irrevocable Shares Purchase Option to the WFOE without any additional condition. According to such Share Purchase Option, subject to the PRC Laws, the WFOE is entitled to require the Existing Shareholders transfer the Option Shares to the WFOE and/or any other entity and/or individual designated by the WFOE at any time (including but not limited to when the WFOE, after its independent judgment, believes that the Existing Shareholders are at risk of transferring all or part of the Option Shares they hold to any third party in accordance with the requirements of the PRC Laws, other than to the WFOE and/or its designated entity and/or individual) in accordance with the provisions of this Agreement. The WFOE agrees to accept such Shares Purchase Option.

​

2.2The Company hereby agrees the Existing Shareholders grant such Shares Purchase Option to the WFOE in accordance with the Section 2.1 above and other provisions of this Agreement.

​

​

​

​

​

2.3The Company hereby agrees to exclusively grant an irrevocable Assets Purchase Option to the WFOE without any additional condition. According to such Assets Purchase Option, subject to the PRC Laws, the WFOE is entitled to require the Company transfer all of or part of the Company Assets to the WFOE and/or any other entity and/or individual designated by the WFOE at any time (including but not limited to when the WFOE, after its independent judgment, believes that the Existing Shareholders are at risk of transferring all or part of the Option Shares they hold to any third party in accordance with the requirements of the PRC Laws, other than to the WFOE and/or its designated entity and/or individual) in accordance with the provisions of this Agreement. The WFOE agrees to accept such Assets Purchase Option.

​

2.4The Existing Shareholders hereby agree the Company grant such Assets Purchase Option to the WFOE in accordance with the Section 2.3 above and other provisions of this Agreement.

​

2.5The Existing Shareholders and the Company hereby severally and jointly agree, to exclusively grant an irrevocable Shares Subscription Option to the WFOE without any additional condition. According to such Share Subscription Option, subject to the PRC Laws, the WFOE is entitled to require the Company reduce its capital at any time (including but not limited to when the WFOE, after its independent judgment, believes that the Existing Shareholders are at risk of transferring all or part of the Option Shares they hold to any third party in accordance with the requirements of the PRC Laws, other than to the WFOE and/or its designated entity and/or individual) , and the WFOE and/or any other entity and/or individual designated by the WFOE is entitled to subscribe the Increased Capital Shares in accordance with the provisions of this Agreement. The WFOE agrees to accept such Shares Subscription Option.

​

3.Exercise Methods

​

3.1Subject to the terms and conditions of this Agreement, as permitted by the PRC Laws, the WFOE has absolute discretion to determine the specific time, method and frequency of Exercise.

​

3.2Subject to the terms and conditions of this Agreement, the WFOE has the right to request the purchase of all or part of the Company’s shares from the Existing Shareholders by itself and/or through other entities and/or individuals designated by the WFOE at any time without violating the PRC laws then effective.

​

3.3Subject to the terms and conditions of this Agreement, the WFOE has the right to request the purchase of all or part of the Company’s assets from the Company by itself and/or through other entities and/or individuals designated by the WFOE at any time without violating the PRC laws then effective.

​

3.4Subject to the terms and conditions of this Agreement, the WFOE has the right to request the reduction of capital of the Company, and to subscribe the Increased Capital Shares by itself and/or through other entities and/or individuals designated by the WFOE at any time without violating the PRC laws then effective.

​

​

​

​

​

3.5As for the Shares Purchase Option, at each Exercise, the WFOE has the right to decide the number of shares that the Existing Shareholders should transfer to the WFOE and/or through other entities and/or individuals designated by the WFOE during such Exercise, and the Existing Shareholders shall respectively transfer the Transfer Shares to the WFOE and/or through other entities and/or individuals designated by the WFOE according to the number required by the WFOE. The WFOE and/or through other entities and/or individuals designated by the WFOE shall pay the Transfer Price to the Existing Shareholders who have transferred the Transfer Shares in respect of the Transfer Shares purchased in each Exercise.

​

3.6As for the Assets Purchase Option, at each Exercise, the WFOE has the right to decide the specific Company Assets that the Company should transfer to the WFOE and/or through other entities and/or individuals designated by the WFOE during such Exercise, and the Company shall transfer the Transfer Assets to the WFOE and/or through other entities and/or individuals designated by the WFOE according to the number required by the WFOE. The WFOE and/or through other entities and/or individuals designated by the WFOE shall pay the Transfer Price to the Company in respect of the Transfer Assets purchased in each Exercise.

​

3.7As for the Shares Subscription Option, at each Exercise, the Company shall confirm the amount of capital which shall be reduced in such Exercise pursuant to the request of the WFOE, the WFOE has the right to decide the Existing Shareholders reduce their capital contribution to the Company, and the Company and the Existing Shareholders shall reduce capital of the Company pursuant to the request of the WFOE; concurrently, the WFOE has the right to decide the number of the Increase Capital Shares to be subscribed by the WFOE and/or through other entities and/or individuals designated by the WFOE, and the Company shall accept the subscription of the Increase Capital Shares from the WFOE and/or through other entities and/or individuals designated by the WFOE according to the request of the WFOE. The Company shall pay the Capital Reduction Price to the Company in respect of the capital reduced in respect of the capital reduction in each Exercise. The WFOE and/or through other entities and/or individuals designated by the WFOE shall pay the Capital Increase Price to the Company in respect of the Increase Capital Shares subscribed in each Exercise.

​

3.8At each Exercise, the WFOE could purchase the Transfer Shares, Transfer Assets or subscribe the Increase Capital Shares by itself, and could designate any third party to purchase all or part of the Transfer Shares, Transfer Assets or subscribe all or part of the Increase Capital Shares.

​

3.9At each time the WFOE decide the Exercise, it shall delivery to the Existing Shareholders and/or the Company a Shares Purchase Option exercise notice, Assets Purchase Option exercise notice or Shares Subscription Option exercise notice (the “Exercise Notice”, in the form respectively set forth in Exhibit B, Exhibit C and Exhibit D). Upon receipt of the Exercise Notice, the Existing Shareholders or the Company shall immediately transfer the Transfer Shares or Transfer Assets to the WFOE and/or through other entities and/or individuals designated by the WFOE in one time in accordance with the method described in Section 3.5 or 3.6 of this Agreement, or shall reduce the capital of the Company in the manner described in Section 3.7, and the Increased Capital Shares shall be subscribed by the WFOE and/or through other entities and/or individuals designated by the WFOE.

​

​

​

​

4.TRANSFER PRICE, CAPITAL REDUCTION PRICE AND CAPITAL INCREASE PRICE

​

4.1As for the Shares Purchase Option, at each Exercise, the total Transfer Price that the WFOE and/or through other entities and/or individuals designated by the WFOE should pay to the Existing Shareholders shall be the actual paid-in capital contribution corresponding to the relevant Transfer Shares in the Company's registered capital. If the minimum price allowed by the PRC Laws at that time is higher than the aforementioned actual paid-in capital, the minimum price allowed by the PRC Laws shall prevail. Under the premise of complying with the PRC Laws, the Existing Shareholders shall immediately return and gift it to the WFOE and/or its designated entity after receiving the Transfer Price.

​

4.2As for the Assets Purchase Option, at each Exercise, the total Transfer Price that the WFOE and/or through other entities and/or individuals designated by the WFOE should pay to the Existing Shareholders shall be the net book value of the relevant assets. If the minimum price allowed by the PRC Laws at that time is higher than the aforementioned net book value, the minimum price allowed by the PRC Laws shall prevail. Under the premise of complying with the PRC Laws, the Existing Shareholders shall immediately return and gift it to the WFOE and/or its designated entity after receiving the Transfer Price.

​

4.3As for the Share Subscription Option, at each Exercise, the Company shall pay the Capital Reduction Price to the Existing Shareholders who have reduced their capital contribution to the company. The Capital Reduction Price shall be the reduced actual paid-up amount of the Company Registered Capital. If the minimum price allowed by the PRC Laws at that time is higher than the aforementioned Capital Reduction Price, the minimum price allowed by the PRC Laws shall prevail; and the total subscription price that WFOE and/or through other entities and/or individuals designated by the WFOE should pay to the Company for the subscription of Increased Capital Shares is the Capital Reduction Price paid to the Existing Shareholders when the Company reduces its capital and the registered capital  that the Existing Shareholders have not paid to the company at the time of capital reduction (if any), unless the WFOE and the Company agree otherwise. Under the premise of complying with the PRC Laws, the Existing Shareholders shall immediately return and gift it to the WFOE and/or its designated entity after receiving the Capital Reduction Price.

​

4.4All taxes and fees arising from the Exercise of the Shares Purchase Option, Assets Purchase Option or Shares Subscription Option under this Agreement in accordance with applicable laws, shall be paid by each Party or withheld in accordance with the laws.

​

5.REPRESENTATIONS AND WARRANTIES

​

5.1The Existing Shareholders represent and warrant as follows:

​

​

​

​

​

to execute, deliver and perform this Agreement, and can independently act as a party to a litigation.

​

​

​

​

​

​

5.2The Company represents and warrants as follows:

​

​

​

​

​

​

​

​

5.3The WFOE represents and warrants as follows:

​

​

​

​

6.EXISTING SHAREHOLDERS’ COVENANTS

​

The Existing Shareholders irrevocably undertake as follows:

​

6.1During the term of this Agreement, without prior written consent of the WFOE:

​

​

​

​

​

​

​

​

​

​

​

​

​

6.2During the term of this Agreement, they must use their best efforts to develop the Company’s business and ensure the Company’s operation is in compliance with the laws and regulations. They will not conduct any action or omission that may damage the Company’s assets, goodwill or affect the validity of the Company’s business licenses.

​

6.3During the term of this Agreement, they shall promptly inform the WFOE of any situation that may have a material adverse effect on the Company’s existence, business operations, financial conditions, assets or goodwill, and promptly take all measures agreed by the WFOE to eliminate such unfavorable situations or take effective remedial measures.

​

6.4Once the WFOE issues the Exercise Notice:

​

​

​

​

​

​

all the Transfer Shares, and there should be no legal flaws in such Transfer Shares and there should be no security rights, third-party restrictions or any other restrictions on shares;

​

​

6.5If the Transfer Price received by the Existing Shareholders for the Transfer Shares held by them, the Capital Reduction Price received as a result of the Company’s capital reduction, and/or the amounts received from distribution of the Company’s remaining assets when the company is terminated or liquidated, are higher than the capital contributions to the Company by them, or receives any form of profits distribution or dividends from the Company, then the Existing Shareholders agree and confirm that they will not be entitled to the income and profits distribution or dividends from the premium (after deduction of relevant taxes) without violating the PRC Laws, and such portion of the income and profits distribution or dividends should be attributed to the WFOE. The Existing shareholders shall instruct the relevant transferee or the Company to pay such portion of the proceeds to the bank account then designated by the WFOE.

​

6.6They irrevocably agree to the Company's execution and performance of this Agreement, and provide the Company with all cooperation in the execution and performance of this Agreement, including but not limited to signing all necessary documents or documents required by the WFOE, and taking all necessary or actions required by the WFOE, and no action or omission will be taken to prevent the WFOE from claiming and realizing its rights under this Agreement.

​

6.7Once they know or should be aware that the Option Shares they hold may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE

​

due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, they should immediately and without hesitation notify the WFOE.

​

7.COMPANY’S COVENANTS

​

7.1The Company irrevocably undertakes as follows:

​

​

​

​

​

with any government authorities (if required by the Laws), the company will use its best effort to assist in meeting the above conditions.

​

​

​

​

​

7.2Once the WFOE issues the Exercise Notice:

​

​

​

​

​

​

​

of the WFOE, the Company shall, and the Existing Shareholders shall procure the Company to implement capital reduction procedure (including notifying creditors, making public announcement of capital reduction, signing all relevant legal documents, and fulfilling all government approvals and registration procedures and assume all relevant obligations) so that the Company could complete the capital reduction successfully, and the WFOE and/or through other entities and/or individuals designated by the WFOE could complete the subscription of the Increased Capital Shares.

​

8. CONFIDENTIALITY

​

8.1Regardless of whether this Agreement is terminated or not, both parties shall strictly keep confidential the trade secrets, proprietary information, customer information and other confidential information of the other Party obtained during the execution and performance of this Agreement. Without the prior written consent from the disclosing Party, or mandatorily required to be disclosed to third party by relevant laws and regulations or the requirements of the listing place of a Party's related company, the receiving Party should not disclose any confidential information to any third party; unless for the purpose of performance of this Agreement, the receiving Party should not use or indirectly use any confidential information.

​

8.2Confidential information shall not include information:

​

(a) is known to the Receiving Party prior to disclosure by the disclosing Party as demonstrated by documentary evidence;

​

(b) is or becomes available to the public other than as a result of the receiving Party’s fault; or

​

(c) information obtained legally by the receiving Party from other sources after receiving confidential information.

​

8.3The receiving Party may disclose confidential information to its relevant employees, agents or professionals engaged, provided the receiving Party shall ensure the abovementioned personnel be in compliance with the relevant terms and conditions of this Agreement and be liable for any responsibilities

​

incurred by breach of the relevant terms and conditions of this Agreement by the abovementioned personnel.

​

8.4Notwithstanding any other terms of this Agreement, this section shall still be valid and binding upon the termination of this Agreement.

​

9.TERM

​

This Agreement takes effect as of the date of execution. Unless otherwise required by the WFOE, this Agreement will terminate after all the Option Shares and Company Assets are legally transferred to the WFOE and/or through other entities and/or individuals designated by the WFOE in accordance with this Agreement.

​

​

​

​

​

​

10.NOTICE

​

10.1All the notices, request, requirement and other communications pursuant to this Agreement shall be delivered to the relevant Party in written form.

​

10.2Abovesaid notices or other notices if given by facsimile transmission or e-mail, shall be deemed effectively given upon successful transmission; if given by person, shall be deemed effectively given upon delivery by person; if given by post, shall be deemed effectively given on the date after two (2) days from posting.

​

11.DEFAULT

​

11.1Both Parties agree and confirm that, if any Party (“Defaulting Party”) materially violates any of the terms under this Agreement, or fails to perform, incompletely perform or delays the performance of any of the obligations under this Agreement, it shall constitute a breach of this Agreement (“Default”). Any Party of the other non-defaulting Party (“Non-Defaulting Party”) has the right to request Defaulting Party to make amendments or remedies within reasonable period. If the Defaulting Party fails to make amendments or remedies within reasonable period or ten (10) days after the other Party sends a written notice to Party B and requests for amendments, then:

​

​

​

For the purpose of this Section 11.1, the Existing Shareholders further confirm and agree that their breach of Section 6 of this Agreement will constitute a material violation of this Agreement; the Company further confirms and agrees that its breach of Section 7 of this Agreement will constitute its material violation of this Agreement.

​

11.2Notwithstanding any other terms of this Agreement, the validity of this Section shall not be affected by the termination of this Agreement.

​

12.MISCELLANEOUS PROVISIONS

​

12.1This Agreement is executed in the Chinese language. This Agreement may be executed in five (5) counterparts, which the Company keeps one (1) counterpart, one (1) counterpart for governmental approval or registration, and the WFOE keeps other three (3) counterparts.

​

​

​

​

12.2This Agreement, including the execution, validity, performance, interpretation and dispute resolution of this Agreement, shall be governed by and construed in accordance with the PRC Laws.

​

12.3Dispute Resolution

​

​

​

12.4Any rights, powers and remedies granted to both Parties by any terms of this Agreement shall not exclude any other rights, powers or remedies that the Party is entitled to in accordance with the laws and other terms under this Agreement, and one Party's exercise of its rights, powers and remedies does not preclude such Party from exercising other rights, powers and remedies.

​

12.5A Party’s failure to exercise or delay in exercising any of its rights, powers and remedies (“Such Party’s Rights”) under this Agreement or the laws will not result in the waiver of such rights, and any single or partial waiver of Such Party’s Rights will not exclude such Party's exercise of such rights in other manner and the exercise of other Such Party’s Rights.

​

12.6The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

​

12.7Each provision of this Agreement shall be severable and independent. If any single or multiple provisions hereof become invalid, illegal or unenforceable in any aspect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected in any aspect.

​

12.8This Agreement once executed shall supersede all prior agreements both Parties executed before, with respect to the subject matter hereof and thereof. Any amendment and supplements to this Agreement shall be made in writing, and only takes effect after the execution by all Parties hereunder, except for the WFOE’s transfer of its rights under Section 12.9 of this Agreement.

​

12.9Without the prior written consent of the WFOE, the other Parties have no right to transfer or assign any of its rights and obligations hereunder to any third party. The other Parties hereby agree that the WFOE may transfer its rights and obligations under this Agreement to a third party, and that the WFOE only needs to send a written notice to the other Parties of such transfer, and there is no need to obtain consent from the other Parties for such transfer.

​

​

​

​

12.10This Agreement shall be binding upon the respective successors and assigns. The Existing Shareholders assure to WFOE that they have made all proper arrangements and signed all necessary documents to ensure that when they bankrupts, liquidates or incurs other situations that may affect the exercise of their shareholders’ rights, their legal transferees, successors, heirs, liquidators, bankruptcy administrators, creditors, and other persons who may obtain the Company's shares or related rights shall not affect or hinder the performance of this Agreement. For this purpose, the Existing Shareholders and the Company should promptly sign all other documents required by the WFOE and take all other actions required by the WFOE (including but not limited to notarization of this Agreement).

​

(The remainder of this page left blank intentionally)

​

​

​

​

​

This page is the signature page of the Exclusive Option Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

Existing Shareholder:

​

​

​

​

​

​

​

This page is the signature page of the Exclusive Option Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

Company:

​

​

​

​

​

​

​

This page is the signature page of the Exclusive Option Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

WFOE:

​

​

​

​

Exhibit 4.18

Shareholder Voting Rights Proxy Agreement

This Shareholder Voting Rights Proxy Agreement (this “Agreement”) dated January 15, 2021, is signed by and among:

1.    Guangzhou Qianxun Internet Technology Co., Ltd. (“Existing Shareholders”)

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou Legal representative: Wenxian Zhong

2.    Guangzhou Baiguoyuan Internet Technology Co., Ltd. (“Company”)

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou Legal representative: Wenxian Zhong

3.    Guangzhou Baiguoyuan Information Technology Co., Ltd. (“WFOE”)

Registered address: 5/F to 13/F, West Tower, Building C, No. 274 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

The parties above shall be hereinafter respectively referred to as a “Party”, collectively referred to as “Parties”.

WHEREAS:

1.    The Existing Shareholder is all the present shareholder of the Company, which holds 100% shares of the Company;

2.    The Existing Shareholders intend to entrust the individual designated by the WFOE with the exercise of their voting rights in the Company and the WFOE is willing to designate such individual to accept such entrustment.

THEREFORE, the Parties, after friendly consultations, hereby agree as follows:

Article 1 Voting Right Entrustment

1.1   The Existing Shareholder hereby irrevocably undertakes to sign a power of attorney in the form and substance as set forth in Annex 1 after execution of this Agreement to entrust the individual designated by the WFOE (hereinafter, the “Entrusted Person”) to exercise on its behalf the following rights they, as the shareholder of the Company, are entitled to under the then effective articles of association of the Company (collectively, the “Entrusted Rights”):

(a)   Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Existing Shareholder according to the articles of association of the Company;

​

​

(b)   On behalf of the Existing Shareholder, exercising voting rights on all the issues needing to be discussed and resolved by the shareholders’ meetings of the Company, including but not limited to the appointment of the Company’s directors and other officers needing to be appointed and removed by shareholders;

(c)   Other shareholder voting rights as specified in the articles of association of the Company (including any other shareholder voting rights as specified in the amended articles of association); and

(d)   When the Existing Shareholder transfers the shares of the Company held by it, agrees to the transfer of assets of the Company, agrees to reduce capital contributions to the company, or accepts the WFOE or its designated party to subscribe the increased capital of the Company in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant share transfer agreements, asset transfer agreements (if applicable), capital reduction agreements, capital increase agreements, shareholder decisions and other relevant documents on behalf of the Existing Shareholders, and handle government approval, registration and filing procedure required for such transfer, capital reduction and capital increase.

The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person given by the WFOE to the Existing Shareholder, the Existing Shareholder shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Existing Shareholder shall not cancel the authorization and entrustment for the Entrusted Person otherwise.

1.2  The Entrusted Person shall perform the fiduciary obligations within the scope of authorization with due care and diligence and in compliance with laws. The Existing Shareholder acknowledges and assumes relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.

1.3   The Existing Shareholder hereby acknowledges that the Entrusted Person is not required to seek advice from the Existing Shareholder prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Existing Shareholder in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.

​

Article 2 Right to Information

​

​

​

2.1  For the purpose of exercising the Entrusted Rights hereunder, the Entrusted Person is entitled to know the information with regard to the Company’s operation, business, customers, finance, staff, etc., and shall have access to the relevant materials of the Company. The Company shall adequately cooperate with the Entrusted Person in this regard.

Article 3 Exercise of Entrusted Rights

3.1  The Existing Shareholder will provide adequate assistance to the exercise of the Entrusted Rights by the Entrusted Person, including timely execution of the resolutions of the shareholders’ meeting of the Company adopted by the Entrusted Person or other related legal documents when necessary (e.g., when it is necessary for examination and approval of or registration or filing with governmental departments).

3.2  If at any time during the term of this Agreement, the grant or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default of Existing Shareholder or the Company), the Parties shall immediately seek a most similar substitute for the unenforceable provision and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, in order to ensure the realization of the purpose of this Agreement.

Article 4 Exemption and Compensation

4.1  The Parties acknowledge that the WFOE shall not be requested to be liable to or compensate (monetary or otherwise) other Parties or any third party due to exercise of the Entrusted Rights hereunder by the individuals designated by it in any circumstances.

4.2  The Existing Shareholder and the Company agree to indemnify and hold harmless the WFOE from and against all losses incurred or likely to be incurred by it due to exercise of the Entrusted Rights by the Entrusted Person designated by the WFOE, including without limitation, any loss resulting from any litigation, demand, arbitration or claim initiated or raised by any third party against it or from administrative investigation or penalty of governmental authorities (collectively, the “Losses”), PROVIDED THAT the above indemnity in respect of any Losses shall not be available to the WFOE to the extent that such Losses have been caused by the willful default or gross negligence on the part of the Entrusted Person.

​

Article 5 Representations and Warranties

5.1   The Existing Shareholder hereby represents and warrants that:

(b)   The Existing Shareholder is a limited partnership legally registered and validly existing in accordance with the PRC Laws; it has complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a party to a litigation.

​

​

​

(b)   The Company is a limited liability company legally registered and validly existing in accordance with the PRC laws and has independent legal capacity; has complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a party to a litigation.

(c)   It has the full power and authority to execute and deliver this Agreement and all other documents relating to the transaction contemplated hereby and to be executed by it. It also has the full power and authority to consummate the transaction contemplated hereby. This Agreement, when duly executed and delivered, shall constitute a legal, valid and binding obligation enforceable against it in accordance with the terms of this Agreement.

(d)   It is the recorded legal shareholder of the Company as of the effective date of this Agreement, and except for the rights under this Agreement, the Equity Pledge Agreement and the Exclusive Option Agreement entered into among the Existing Shareholder, the Company and the WFOE, the Entrusted Rights are free of any third-party right. Pursuant to this Agreement, the Entrusted Person may fully and sufficiently exercise the Entrusted Rights in accordance with the then effective articles of association of the Company.

(e)   Without the consent of the WFOE, the Existing Shareholder shall not take any measures to advice, claim or request amendment, modification, termination or change the articles of association of the Company in any other forms.

5.2   The Existing Shareholder hereby irrevocably represents and warrants that, once it knows or should be aware that the shares held by it may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, it should immediately and without hesitation notify the WFOE.

5.3.  Each of the WFOE and the Company hereby represents and warrants that:

(a)   It is a limited liability company duly organized and validly existing under the PRC Law with an independent legal personality. It has the full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

(b)  It has the full corporate power and authority to execute and deliver this Agreement and all other documents relating to the transaction contemplated hereby and to be executed by it. It also has the full power and authority to consummate the transaction contemplated hereby.

5.4   The Company further represents and warrants that:

​

​

(a)   The Existing Shareholder is the recorded legal shareholder of the Company as of the effective date of this Agreement, and except for the rights under this Agreement, the Equity Pledge Agreement and the Exclusive Option Agreement entered into among the Existing Shareholder, the Company and the WFOE, the Entrusted Rights are free of any third-party right. Pursuant to this Agreement, the Entrusted Person may fully and sufficiently exercise the Entrusted Rights in accordance with the then effective articles of association of the Company.

5.5   The Company hereby irrevocably represents and warrants that, once it knows or should be aware that the shares held by the Existing Shareholders may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, it should immediately and without hesitation notify the WFOE.

Article 6 Term

6.1  Subject to the provisions of Articles 6.2 and 6.3 hereof, this Agreement shall become effective as of the date of the due execution by the Parties and the term of this Agreement shall be twenty (20) years; unless prematurely terminated by the Parties in writing or pursuant to Article 9.1 hereof. After the expiration of this Agreement, unless the WFOE informs other Parties 30 days in advance that this Agreement will not be renewed, this Agreement will be automatically renewed for one year after the expiration of the term, and so on.

6.2  If the Company or the WFOE, upon expiry of its duration, fails to handle the examination, approval and registration procedures concerning the extension of its duration, this Agreement shall be terminated.

6.3  In case that the Existing Shareholder transfers all of the equity interest held by it in the Company with the WFOE’s prior consent, such Existing Shareholder shall cease to be a party to this Agreement since it has completed relevant assistant obligation, executed all the relevant and necessary documents, completed relevant internal procedure of the Company and governmental approval, registration, filing procedures (provided subject to Article 4, Article 5.1, Article 6, Article 7, Article 8, Article 9 and Article 10).

Article 7 Notices

7.1   All the notices, request, requirement and other communications pursuant to this Agreement shall be delivered to the relevant Party in written form.

7.2   Abovesaid notices or other notices if given by facsimile transmission or e-mail, shall be deemed effectively given upon successful transmission; if given by person, shall be deemed effectively given upon delivery by person; if given by post, shall be deemed effectively given on the date after two (2) days from posting.

​

Article 8 Confidentiality

8.1   Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). The receiving Party shall not disclose any Confidential Information to any third party except with the prior written consent of the disclosing Party or in accordance with relevant laws or regulations or under requirements of the place where its affiliate is listed on a stock exchange. The receiving Party shall not use or indirectly use any Confidential Information other than for performing this Agreement.

8.2   The following information shall not be deemed part of the Confidential Information:

(a)    any information already known by the receiving Party by legal means prior to disclosure, which is substantiated in writing;

(b)    any information being part of public knowledge through no fault of the receiving Party; or

(c)    any information rightfully received by the receiving Party from other sources after disclosure.

8.3   The receiving Party may disclose the Confidential Information to its relevant employees, agents or engaged professionals, but the receiving Party shall guarantee that they are in compliance with the relevant terms and conditions of this Agreement and assume any responsibility arising from any breach thereof by them.

8.4    Notwithstanding any other provision herein, the validity of this Article shall survive the termination of this Agreement.

Article 9 Defaulting Liability

9.1     The Parties agree and acknowledge that, if any of the Parties (the “Defaulting Party”) materially breaches any provision herein or materially fails to perform or delays performance of any of the obligations hereunder, such breach, failure or delay shall constitute a default under this Agreement (a “Default”). In such event, any of the other Parties without default (the “Non-defaulting Party”) shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the Non-defaulting Party notifying the Defaulting Party in writing and requiring the Default to be rectified, then:

​

(a)   if the Existing Shareholder or the Company is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify all damages;

(b)   if the WFOE is the Defaulting Party, the Non-defaulting Party shall be entitled to require the Defaulting Party to indemnify all damages, but the Non-defaulting Party shall not be entitled to any rights to terminate or cancel this Agreement in any situation unless otherwise provided by the mandatory provisions of the laws.

b)

9.2   Notwithstanding any other provision herein, the validity of this Article shall survive the suspension or termination of this Agreement.

Article 10 Miscellaneous

10.1 This Agreement is written in Chinese and executed in three (3) originals, with one (1) original to be retained by each Party hereto.

10.2 The formation, validity and interpretation of, resolution of disputes in connection with, this Agreement, shall be governed by PRC Law.

10.3 Dispute Resolution

(a)   Any dispute arising hereunder and in connection herewith shall be resolved through consultations among the Parties, and if the Parties fail to reach a mutual agreement, any Party may submit such dispute to Guangzhou Arbitration Commission for arbitration in accordance with its arbitration rules in effect at the time of applying for arbitration. The seat of arbitration shall be Guangzhou. The arbitral award shall be final and binding on the Parties. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.

(b)   During dispute resolution, the Parties shall continue to perform the terms of this Agreement other than those relating to disputes.

10.4 Any right, power or remedy conferred on any Party by any provision of this Agreement shall not be exclusive of any other right, power or remedy available to it at law and under the other provisions of this Agreement, and the exercise by such Party of any of its rights, powers and remedies shall not preclude the exercise of any other rights, powers and remedies it may have.

10.5 No failure or delay by a Party in exercising any of its rights, powers and remedies available to it hereunder or at law (hereinafter, the “Party’s Rights”) shall operate as a waiver thereof, nor shall the waiver of any single or partial exercise of the Party’s Rights shall preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.

10.6 The headings contained herein shall be for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof.

​

10.7 Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more provisions herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

10.8  This Agreement, once executed, replaces any other legal documents previously signed by the parties on the same subject. Any amendment or supplement hereto shall be made in writing and shall become effective only upon due execution by the Parties hereto, except for the WFOE’s transfer of its rights under Section 10.9 of this Agreement.

10.9 Without the WFOE’s prior written consent, any other Party shall not transfer any of its rights and/or obligations hereunder to any third party. The Existing Shareholder and the Company hereby agree that the WFOE is entitled to transfer any of its rights and/or obligations hereunder to any third party upon written notice thereof to the other Parties, and there is no need to obtain consent from the other Parties for such transfer.

10.10 This Agreement shall be binding upon the respective successors and assigns. The Existing Shareholders assure to WFOE that they have made all proper arrangements and signed all necessary documents to ensure that when they bankrupts, liquidates or incurs other situations that may affect the exercise of their shareholders’ rights, their legal transferees, successors, heirs, liquidators, bankruptcy administrators, creditors, and other persons who may obtain the Company's shares or related rights shall not affect or hinder the performance of this Agreement. For this purpose, the Existing Shareholders and the Company should promptly sign all other documents required by the WFOE and take all other actions required by the WFOE (including but not limited to notarization of this Agreement).

[Remainder of this page intentionally left blank]

​

This page is the signature page of the Shareholder Voting Rights Proxy Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

​

​

This page is the signature page of the Shareholder Voting Rights Proxy Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

​

​

This page is the signature page of the Shareholder Voting Rights Proxy Agreement of Guangzhou Baiguoyuan Internet Technology Co., Ltd.

​

​

Exhibit 4.19

EQUITY PLEDGE AGREEMENT

THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into on January 15, 2021 (“Execution Date”)

BY AND AMONG:

​

​

​

​

​

WHEREAS:

​

​

1

Company shall, to the extent permitted by the PRC Laws, transfer, at the request of the Pledgee, all or part of their equity interests in the Company or all or part of the assets of the Company respectively to the Pledgee and/or any entity and/or individual designated by it, or the Company shall decrease its capital and the Pledgee and/or any entity and/or individual designated by it shall subscribe for the newly increased registered capital of the Company.

NOW, THEREFORE, upon consensus through consultation, the Parties agree as follows:

ARTICLE I    DEFINITIONS

​

​

​

​

​

ARTICLE II    EQUITY PLEDGE

​

​

and may, as agreed with the Pledgors, apply the proceeds from such auction or sale towards early repayment of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, upon request by the Pledgee, the Pledgors shall provide other property as security for the Secured Indebtedness.

ARTICLE III    RELEASE OF PLEDGE

ARTICLE IV    DISPOSAL OF PLEDGED EQUITY

The Pledgors further acknowledge and agree that its breach of Article IX

​

​

hereof shall constitute its material breach of this Agreement; the Company further acknowledges and agrees that its breach of Article X hereof shall constitute its material breach of this Agreement.

Any balance after the deduction of the foregoing payments shall either be returned by the Pledgee to the Pledgors or any other person who may be entitled to such balance under relevant laws and regulations or be deposited by the Pledgee with a notary organ of the place of the Pledgee (any costs arising out of such deposit shall be borne by the Pledgee).

ARTICLE V    COSTS AND EXPENSES

ARTICLE VI    CONTINUING GUARANTEE AND NON-WAIVER

​

​

Pledgee under this Agreement, relevant PRC Laws and the Transaction Agreements to require at any time thereafter the Pledgors to strictly perform the Transaction Agreements and this Agreement or any right that may be available to the Pledgee as a result of any subsequent breach by the Pledgors of the Transaction Agreements and/or this Agreement.

ARTICLE VII    REPRESENTATIONS AND WARRANTIES BY THE PLEDGOR

Each Pledgor represents and warrants to the Pledgee that:

​

​

term hereof.

ARTICLE VIII    REPRESENTATIONS AND WARRANTIES BY THE COMPANY

The Company represents and warrants to the Pledgee that:

​

​

transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

ARTICLE IXUNDERTAKINGS BY THE PLEDGORS

The Pledgors hereby agree and irrevocably undertake to the Pledgee that:

​

​

expiry of the business term of the Company such that the validity of this Agreement shall be maintained.

ARTICLE XUNDERTAKINGS BY THE COMPANY

The Company hereby agrees and irrevocably undertakes to the Pledgee that:

​

​

permit the Pledgors to assign or otherwise dispose of the Pledged Equity.

ARTICLE XI    FUNDAMENTAL CHANGES OF CIRCUMSTANCES

​

​

Laws, regulations or rules, or any change in the interpretation or application of such laws, regulations or rules, or any change in relevant registration procedures, the maintenance of the validity of this Agreement and/or the disposal of the Pledged Equity in the manner prescribed hereby becomes illegal or contravenes such laws, regulations or rules, the Pledgors and the Company shall, based on the Pledgee’s written instructions and in accordance with its reasonable request, immediately take any actions and/or execute any agreements or other documents so as to:

ARTICLE XII    EFFECTIVENESS AND TERM OF AGREEMENT

ARTICLE XIII    NOTICES

ARTICLE XIV    MISCELLANEOUS

​

​

discretion in connection with its exercise of its pledge rights to the Pledged Equity in accordance with the terms hereof shall constitute the conclusive evidence for the Secured Indebtedness hereunder.

​

​

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. EXECUTION PAGE FOLLOWS]

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Qianxun Internet Technology Co., Ltd.]

Pledgor:

​

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Qianxun Internet Technology Co., Ltd.]

Pledgor:

​

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Qianxun Internet Technology Co., Ltd.]

Company:

​

​

​

[Signature Page to Equity Pledge Agreement for Guangzhou Qianxun Internet Technology Co., Ltd.]

Pledgee:

​

​

Exhibit 4.20

​

Exclusive Service Agreement

​

This Exclusive Service Agreement (this “Agreement”) is made and entered into by and between the following parties on January 15, 2021:

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

Registered address: 5/F to 13/F, West Tower, Building C, No. 274 Xingtai Road, Shiqiao Street, Panyu District, Guangzhou Legal representative: Wenxian Zhong

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

PREAMBLE

​

NOW, THEREFORE, the Parties have reached the following agreements:

​

Party A’s Business means all business activities that Party A currently operates and operates at any time during the term of this Agreement.

Services means services exclusively provided by Party B to Party A with respect to the Party A’s Business, which may include but without limitation:

Service Fee means all the fees Party A shall pay to Party B for the Services Party B provides subject to Section 3.

Annual Business Plan means according to this Agreement, the Party A’s Business development plan and budget report for the next calendar year prepared by Party A before November 30 of each year, with the assistance of Party B.

Business Related Intellectual Property Rights means any and all intellectual property rights related to the Party A’s business developed by Party A on the basis of the services provided by Party B under this agreement.

Confidential Information has the meaning assigned to it in Section 6.1.

Defaulting Party has the meaning assigned to it in Section 12.1.

Default has the meaning assigned to it in Section 12.1.

​

Such Party’s Right has the meaning assigned to it in Section 14.5.

1.3All references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement unless explicitly stated otherwise

2.1During the term of this Agreement, Party A hereby exclusively engages Party B to provide the Services, and Party B shall provide the Services to Party A diligently pursuant to the requirement of Party A’s Business. Both Parties understand that, the actual Services provided by Party B shall be limited to the approved business scope of Party B; if the Services Party A requires exceed the approved business scope of Party B, Party B will apply for extension of its business scope under the maximum scope permitted by the laws, and will provide related Services after permission of such extension.

2.2For the purpose of providing Services in accordance with this Agreement, Party B shall communicate with Party A and exchange various information related to the Party A’s Business.

2.3Notwithstanding any other provisions of this Agreement, Party B is entitled to appoint any third party to provide any or all of the Services under this Agreement, or perform any obligations under this Agreement on behalf of Party B. Party A hereby agrees that Party B has the right to transfer or assign the rights and obligations of Party B under this Agreement to any third party.

3.SERVICE FEE

​

3.1.1 After mutual consents between both Parties, for the Services provided by Party B to Party A in each calendar year within the term of this agreement, Party A shall pay Party B the relevant Service Fee on an annual basis; and

​

3.1.2 With respect to the Service Fee incurred by the specific Services Party B provided as required by Party A from time to time, after mutual consents between both Parties, Party A shall pay the Service Fee separately.

​

​

​

3.3Both Parties agree, without violating any mandatory requirement of any laws and regulations, the amount of the Service Fee and service scope as set forth in Section 3.1 and 3.2, may be confirmed and adjusted by both Parties in accordance with advices made by Party B from time to time.

3.4The parties shall bear the taxes they shall pay and withhold the taxes (if any) in accordance with the applicable law.

4.PARTY A’S OBLIGATION

4.1The Services provided by Party B is exclusive. During the term of this Agreement, without prior written consent of Party B, the Party A shall not enter into any agreement with any third party and accept any services identical or similar to the Services hereunder from any third party.

4.2Party A shall provide the Annual Business Plan to Party B before November 30 of each year, to the extent that Party B could arrange Services plan and add necessary personnel and resources. If Party A requires personnel supplement temporarily, Party A shall negotiate with Party B with 15 days in advance to reach an agreement.

4.3For better Services provided by Party B, Party A shall timely provide related materials that Party B requires.

4.4Party A shall pay the Service Fee in a timely and sufficient manner in accordance with Section 3.

4.5Party A should maintain its own good reputation, actively expand its business, and strive to maximize revenue.

4.6During the term of this Agreement, Party A agrees to cooperate with Party B and Party B’s parent company (including direct or indirect) to conduct related-party transaction audits and other audits, and provide Party B, its parent company, or its authorized auditors with information on Party A’s operations, business, customers, finances, employees and other related information and materials, and agree that Party B’s parent company shall disclose such information and materials in order to meet the regulatory requirements of the place where its securities are listed.

5.INTELLECTUAL PROPERTY RIGHTS

5.1Party B shall have proprietary rights and interests in all rights, ownership, interests of the intellectual property rights it already has before entering into this Agreement, and created or arising out of providing of Services during the term of this Agreement.

​

5.2Since the operation of Party A’s Business depends on the Services provided by Party B under this Agreement, Party A agrees to the following arrangements regarding the Business Related Intellectual Property Rights developed by Party A on the basis of such Services:

​

​

5.3If Party B is licensed to exclusively use the Business Related Intellectual Property Rights according to Section 5.2 (2) of this Agreement, such license shall be implemented in according with the following rules:

​

​

5.4Notwithstanding Section 5.2 (2) above, if any Business Related Intellectual Property Rights described in such Section can be valid only after registration of ownership under applicable laws, then the application for registration of ownership shall be implemented in according with the following rules:

5.5Both Parties respectively warrants to each other that they will compensate the other Party for any and all economic losses due to any infringement of the intellectual property rights of any third party.

6.1Regardless of whether this Agreement is terminated or not, both parties shall strictly keep confidential the trade secrets, proprietary information, customer information and other confidential information of the other Party obtained during the execution and performance of this Agreement. Without the prior written consent from the disclosing Party, or mandatorily required to be disclosed to third party by relevant laws and regulations or the requirements of the listing place of a Party's related company, the receiving Party should not disclose any confidential information to any third party; unless for the purpose of performance of this Agreement, the receiving Party should not use or indirectly use any confidential information.

​

6.2Confidential information shall not include information:

​

​

(a) is known to the Receiving Party prior to disclosure by the disclosing Party as demonstrated by documentary evidence;

(b) is or becomes available to the public other than as a result of the receiving Party’s fault; or

(c) information obtained legally by the receiving Party from other sources after receiving confidential information.

6.3The receiving Party may disclose confidential information to its relevant employees, agents or professionals engaged, provided the receiving Party shall ensure the abovementioned personnel be in compliance with the relevant terms and conditions of this Agreement and be liable for any responsibilities incurred by breach of the relevant terms and conditions of this Agreement by the abovementioned personnel.

6.4Notwithstanding any other terms of this Agreement, this section shall still be valid and binding upon the termination of this Agreement.

Party A represents and warrants to Party B as follows:

7.1It is a limited liability company legally registered and validly existing in accordance with the PRC laws and has independent legal capacity; has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as a party to a litigation.

7.2It has the full internal power and authorization to sign and deliver this Agreement and all other documents that it will sign related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement. This Agreement is legally and appropriately signed and delivered by it. This Agreement constitutes the Party A’s legal, valid and binding obligations, and shall be enforceable against it.

7.3It shall promptly inform Party B of circumstances that have caused or may cause a material adverse effect on the Party A’s Business and its operations, and shall use its best effort to prevent the occurrence of such circumstances and/or the expansion of losses.

7.4Without the written consent of Party B, Party A will not, in any form, dispose of Party A’s material assets, nor will it change Party A’s existing equity structure.

7.5Upon being effective of this Agreement, Party A has obtained all necessary business license, competent rights and qualification to conduct Party A’s Business now engaged in the territory of China;

​

​

7.6Once Party B submits a written request, Party A will use all accounts receivables and/or all other assets that are legally owned and can be disposed of at that time, in a manner permitted by law, as guarantee of payment obligation of the Service Fee set forth in Section 3 of this Agreement.

7.7Without the written consent of Party B, Party A shall not enter into any other agreement or arrangement that conflicts with this Agreement or may damage Party B's rights and interests under this Agreement.

Party B represents and warrants to Party A as follows:

8.1It is a limited liability company legally registered and validly existing in accordance with the PRC laws and has independent legal capacity; has complete and independent legal status and legal capacity to sign, deliver and perform this Agreement, and can independently act as a party to a litigation.

8.2It has the full internal power and authorization to sign and deliver this Agreement and all other documents that it will sign related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement. This Agreement is legally and appropriately signed and delivered by it. This Agreement constitutes the Party B’s legal, valid and binding obligations, and shall be enforceable against it.

9.TERM

9.1This Agreement takes effect as of the date of execution. Unless otherwise provided in this Agreement, or this Agreement terminated by Party B in writing, the term of this Agreement shall be twenty (20) years. After the expiration of this Agreement, unless Party B informs Party A 30 days in advance that this Agreement will not be renewed, this Agreement will be automatically renewed for one year after the expiration of the term, and so on.

9.2If Party A or Party B fails to complete the approval and registration procedures for extending the business term at the expiration of the business term, this Agreement shall be terminated on the date when the business term of Party A or B expires. Both Parties shall complete the approval and registration procedures for extending the business term within three months before the expiration of their respective business term, to the extent that the term of this Agreement could be extended.

9.3After the termination of this Agreement, both Parties shall still abide by their obligations under Section 6 of this Agreement.

​

The Party A shall indemnify and hold harmless Party B from all the losses including but not limited to any losses caused by any lawsuit, claims, arbitration, damages by any third party or governmental

​

investigation and penalties against Party B arising from providing the Services. However, if the losses are caused by Party B's willful conduct or gross negligence, such losses shall not be included in the indemnification.

11.1All the notices, request, requirement and other communications pursuant to this Agreement shall be delivered to the relevant Party in written form.

11.2Abovesaid notices or other notices if given by facsimile transmission or e-mail, shall be deemed effectively given upon successful transmission; if given by person, shall be deemed effectively given upon delivery by person; if given by post, shall be deemed effectively given on the date after two (2) days from posting.

12.1Both Parties agree and confirm that, if any Party (“Defaulting Party”) materially violates any of the terms under this Agreement, or fails to perform, incompletely perform or delays the performance of any of the obligations under this Agreement, it shall constitute a breach of this Agreement (“Default”). The other Party has the right to request Defaulting Party to make amendments or remedies within reasonable period. If the Defaulting Party fails to make amendments or remedies within reasonable period or ten (10) days after the other Party sends a written notice to Party B and requests for amendments, and if Party A is the Defaulting Party, then Party B is entitled to decide at its own discretion: (1) to terminate this Agreement, and requires Defaulting Party to compensate all the losses; or (2) requires the mandatory performance of Defaulting Party 's obligations under this Agreement, and requires the Defaulting Party to compensate all the losses; if Party B is the Defaulting Party, then Party A is entitled to require the performance of the Defaulting Party 's obligations under this Agreement, and require the Defaulting Party to compensate all the losses.

12.2Notwithstanding the foregoing Section 12.1, both Parties agree and confirm that, except as otherwise provided by law, Party A shall not unilaterally terminate this Agreement in any circumstances.

12.3Notwithstanding any other terms of this Agreement, the validity of this Section 12 shall not be affected by the termination of this Agreement.

If the performance of this Agreement by any Party is affected or any Party delays or fails to perform its obligation hereunder due to earthquake, typhoon, flood, fire, war, computer virus, design vulnerabilities of instrumental software, hacker attack on internet, modification of governmental policy or laws, and other exceptional situation that cannot be overcome or avoided by the Parties and cannot be foreseen by the Party alleged to be affected by such force majeure, the Party being affected shall immediately notify the other Party by facsimile and provide proof of the details of the force majeure and the reasons why this Agreement cannot be implemented or the performance needs to be delayed. Such proof documents

​

​

must be issued by a notary institution in the jurisdiction where the force majeure occurred. Based on the extent of the force majeure event’s impact on the performance of this Agreement, the two Parties shall negotiate whether the performance of this Agreement should be partially waived or postponed. Neither Party shall be liable for compensation for the economic losses caused to both Parties by the force majeure event.

14.1This Agreement is executed in the Chinese language. This Agreement may be executed in five (5) counterparts, which Party A keeps one (1) counterpart, one (1) counterpart for governmental approval or registration, and Party B keeps other three (3) counterparts.

14.2This Agreement, including the execution, validity, performance, interpretation and dispute resolution of this Agreement, shall be governed by and construed in accordance with the laws of China

14.3Dispute Resolution

14.3.1The Parties shall firstly attempt to resolve any and all disputes arising out of or relating to this Agreement through friendly consultations. If a dispute is not resolved through friendly consultations, then each Party may submit the dispute to Guangzhou Arbitration Commission for arbitration in accordance with then effective arbitration rules of such commission. The arbitration shall be conducted in Guangzhou. The award of the arbitration tribunal shall be final and binding upon the Parties. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.

14.3.2When any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfil their respective obligations under this Agreement.

14.4Any rights, powers and remedies granted to both Parties by any terms of this Agreement shall not exclude any other rights, powers or remedies that the Party is entitled to in accordance with the laws and other terms under this Agreement, and one Party's exercise of its rights, powers and remedies does not preclude such Party from exercising other rights, powers and remedies.

14.5A Party’s failure to exercise or delay in exercising any of its rights, powers and remedies (“Such Party’s Rights”) under this Agreement or the laws will not result in the waiver of such rights, and any single or partial waiver of Such Party’s Rights will not exclude such Party's exercise of such rights in other manner and the exercise of other Such Party’s Rights.

14.6The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

14.7Each provision of this Agreement shall be severable and independent. If any single or multiple provisions hereof become invalid, illegal or unenforceable in any aspect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected in any aspect.

​

14.8This Agreement once executed shall supersede all prior agreements both Parties executed before, with respect to the subject matter hereof and thereof. Any amendment and supplements to this Agreement shall be made in writing, and only takes effect after the execution by all Parties hereunder, except for Party B’s transfer of its rights under Section 14.9 of this Agreement.

14.9Without the prior written consent of Party B, Party A has no right to transfer or assign any of its rights and obligations hereunder to any third party. Party A hereby agrees that Party B may transfer its rights and obligations under this Agreement to a third party, and that Party B only needs to send a written notice to the Party A of such transfer, and there is no need to obtain consent from the Party A for such transfer.

14.10This Agreement shall be binding upon the respective successors, assigns, creditors and other person who may acquire the equity or relevant rights of the Parties.

14.11The taxes applicable to the execution and performance of this Agreement shall be borne by the respective Party.

(The remainder of this page left blank intentionally)

​

This page is the signature page of the Exclusive Service Agreement of Guangzhou Qianxun Internet Technology Co., Ltd.

​

Party A:

​

​

​

​

This page is the signature page of the Exclusive Service Agreement of Guangzhou Qianxun Internet Technology Co., Ltd.

​

Party B:

​

​

Exhibit 4.21

​

Exclusive Option Agreement

​

This Exclusive Option Agreement (this “Agreement”), dated January 15, 2021, is entered into by and between:

​

1.         Guangzhou Fangu Internet Technology L.P.

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai

Road, Shiqiao Street, Panyu District, Guangzhou

Executive Partner: Guangzhou Shangying Internet Technology Co., Ltd.

2.         Guangzhou Wanyin Internet Technology L.P. ((together with Guangzhoushi Xuanyi Internet Technology L.P.,

collectively as the “Existing Shareholders”)

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai

Road, Shiqiao Street, Panyu District, Guangzhou

Executive Partner: Guangzhou Shangying Internet Technology Co., Ltd.

3.         Guangzhou Qianxun Internet Technology Co., Ltd. (“Company”)

Registered address: 4/F, 5/F, 6/F, 13/F, 14/F, 15/F, 16/F, Jisheng Business Center, No. 278 Xingtai

Road, Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

3.         Guangzhou Baiguoyuan Information Technology Co., Ltd. (“WFOE”)

Registered address: 5/F to 13/F, West Tower, Building C, No. 274 Xingtai Road,

Shiqiao Street, Panyu District, Guangzhou

Legal representative: Wenxian Zhong

The parties above shall be hereinafter individually referred to as a “Party”; collectively, the “Parties”.

​

PREAMBLE

1.  The Existing Shareholders are the registered shareholders of the Company and holds all the equity shares of the Company. As of the date hereof, the capital amount of the registered capital of the Company by the Existing Shareholders is RMB2,000,000, and the shares percentage by the Existing Shareholders is 100%, which all of the registered capital are unpaid. The basic information of the Company is shown as Exhibit A.

2.  The Existing shareholders intend to transfer all of their equity in the Company to the WFOE and/or its designated entities and/or individuals without violating the PRC Laws, and the WFOE intends to accept such transfer by itself or other entities and/or individuals appointed by it.

3.  The Company intends to transfer all of the assets held by it to the WFOE and/or its designated entities and/or individuals without violating the PRC Laws, and the WFOE intends to accept such transfer by itself or other entities and/or individuals appointed by it.

4.  The Company and the Existing shareholders intend to reduce the capital of the Company and increase the capital of the Company by the WFOE and/or its designated entities and/or individuals without violating the PRC Laws, and the WFOE intends to subscribe such increased capital by itself or other entities and/or individuals appointed by it.

5.  In order to fulfill the above-mentioned share or asset transfer, the Existing Shareholders and the Company agree to separately and exclusively grant irrevocable share purchase option and asset purchase option to the WFOE. According to such share purchase option and asset purchase option, subject to the PRC Laws, the Existing Shareholders or the Company shall, in accordance with the requirements of the WFOE, transfer the Option Shares or Company Assets (as defined below) to the WFOE and/or any other entity and/or individual designated by the WFOE in accordance with the provisions of this Agreement; in order to fulfill the above-mentioned capital reduction and capital increase of the Company, the Existing Shareholders and the Company agree to grant an irrevocable share subscription option to the WFOE. According to such share subscription option, subject to the PRC Laws, the Company shall, in accordance with the requirements of the WFOE, reduce the capital of the Company, and the Capital Increase Shares (as defined below) shall be subscribed by the WFOE and/or any other entity and/or individual designated by the WFOE in accordance with the provisions of this Agreement

​

6.  The Company agrees the Existing Shareholders to grant the WFOE the Shares Purchase Option (as defined below) pursuant to the terms and conditions of this Agreement.

7.  The Existing Shareholders agrees the Company to grant the WFOE the Assets Purchase Option (as defined below) pursuant to the terms and conditions of this Agreement.

8.  The Company and the Existing Shareholders agree to grant the WFOE the Shares Subscription Option (as defined below) pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, the Parties agree as follows through negotiations:

1.     DEFINITIONS

1.1          Definitions. Unless otherwise provided, in this Agreement:

PRC Laws means the then effective laws, administrative regulations, local regulations, judicial interpretation and other binding regulatory documents of the People’s Republic of China.

Shares Purchase Option means the option to purchase the shares of the Company granted by the Existing Shareholders to the WFOE pursuant to the terms and conditions of this Agreement.

Assets Purchase Option means the option to purchase the assets of the Company granted by the Company to the WFOE pursuant to the terms and conditions of this Agreement.

Shares Subscription Option means the option to request the Company reduce its capital (the amount shall be part of or all of the Option Shares (as defined below)), and to subscribe increased capital of the Company by the WFOE or other entities and/or individuals appointed by it .

Option Shares means all the shares of the Company Register Capital (as defined below) held by the Existing Shareholders, namely the shares of 100% of the Company Register Capital.