Exhibit
10.15


 


Termination
Agreement


 


This
Termination Agreement (“Agreement”), dated as of September 30, 2021, is made by and among:


 


Party
A: Wenzhou Golden Sun Education Development Co., Ltd. (“Golden Sun Wenzhou”), a foreign-invested enterprise incorporated
and existing under the Laws of the PRC, with its domicile at Room 311, 3/F, Civil Air Defense Building, Yongzhong Street, Longwan District,
Wenzhou City, Zhejiang Province;


 


Party
B: Wenzhou City Ouhai District Art School (“Ouhai Art School”), a private non-enterprise unit incorporated and existing
under the Laws of the PRC, with its domicile at No. 21 Huanshan Road, Dongfeng Village, Louqiao Street, Ouhai District, Wenzhou City;


 


Party
C: Xueyuan Weng, a PRC citizen, with his domicile at No.8, Gaotian Road, Hongdian Street, Lucheng District, Wenzhou City, Zhejiang
Province, and his ID number being 330328196506244616;


 


Party
D: Xiulan Ye, a PRC citizen with her domicile at No. 8 Gaotian Road, Hongdian Street, Lucheng District, Wenzhou City, Zhejiang Province,
and her ID number being 330328196509204628;


 


Note:
Party A, Party B, Party C and Party D shall be referred to collectively as the “Parties” and individually as a Party. 


 


Whereas:


 


1.
The Parties have entered into a series of contractual agreements on March 1, 2019, which provides Golden Sun Wenzhou with the right to
control Ouhai Art School, including: (1) the Exclusive Education Consulting and Service Agreement (Contract No. SS20190301-1) entered
into by Golden Sun Wenzhou and Ouhai Art School; (2) the Business Operations Agreement (Contract No. SS20190301-2) entered into by Golden
Sun Wenzhou and Ouhai Art School; (3) the Pledge Guarantee Agreement for Accounts Receivables (Contract No. SS20190301-3) entered into
by Golden Sun Wenzhou and Ouhai Art School, and the registration of pledge was completed on August 26, 2020; (4) the Exclusive Option
Agreement (Contract No. SS20190301-4) entered into by Golden Sun Wenzhou, Ouhai Art School and Xueyuan Weng; (5) the Exclusive Option
Agreement (Contract No. SS20190301-5) entered into by Golden Sun Wenzhou, Ouhai Art School and Xiulan Ye; and (6) the Powers of Attorney
(Contract No. SS20190301-6) entered into by the Parties.


 


2.
On September 1, 2021, the revised Implementing Regulations for the Law of the People’s Republic of China on the Promotion of Private
Education shall become effective, stipulating that no social organization or individual may, by means of merger, acquisition, agreement-based
control, etc., control any privately-run school that provides compulsory education or any non-profit privately-run school that provides
pre-school education.


 


Therefore,
it is hereby decided that the agreement-based control of Golden Sun Wenzhou over Ouhai Art School be terminated through friendly consultation,
and the Parties agree as follows:


 


		1	The
                                            Parties agree to immediately terminate any agreements and documents signed by the Parties
                                            (including the successor of any Party) before or after March 1, 2019 in connection with control
                                            and business cooperation, including but not limited to the Exclusive Education Consulting
                                            and Service Agreement, the Business Operations Agreement, the Pledge Guarantee Agreement
                                            for Accounts Receivables, the Exclusive Option Agreement, the Powers of Attorney and all
                                            other similar or relevant agreements or documents (collectively, the “Control Documents”).



 


The
Parties acknowledge that from the date hereof, the Control Documents shall cease to be legally binding upon or enforceable by the Parties,
and the Parties shall not continue to comply with, nor shall they have any rights or assume any obligations or liabilities under the
Control Documents.


 






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		2	Golden
                                            Sun Wenzhou acknowledges that Ouhai Art School shall not be required to pay any management
                                            fee, service fee, Intellectual Property license fee and other fees to Golden Sun Wenzhou
                                            in accordance with the Control Documents and agrees to irrevocably and permanently waive
                                            its right to claim such fees.



 


		3	The
                                            Parties acknowledge that no other creditor’s rights and debts exist among Ouhai Art
                                            School, Xueyuan Weng, Xiulan Ye and Golden Sun Wenzhou.



 


Golden
Sun Wenzhou confirms that none of Ouhai Art School, Xueyuan Weng, Xiulan Ye shall have any credit or debt to Golden Sun Wenzhou due to
the existence of the Control Documents or any documents thereof, and there is no existing, potential or foreseeable dispute between Golden
Sun Wenzhou and such entities or persons. Golden Sun Wenzhou agrees to irrevocably and forever waive any right it may have under the
Control Documents in any form of recourse against Ouhai Art School, Xueyuan Weng, Xiulan Ye.


 


		4	Golden
                                            Sun Wenzhou agrees that: during the existence of the Control Documents, the ownership and
                                            the right to apply for any intellectual property discovered, invented, created, made, designed
                                            or formed or generated in any form by Ouhai Art School shall belong to Ouhai Art School,
                                            and Ouhai Art School shall have the right to independently register, transfer, license or
                                            dispose of such intellectual property in any manner.



 


		5	If
                                            an application is made to or has been made for the registration of any document included
                                            in the Control Documents with the relevant governmental authority, the Parties shall cancel
                                            such registration application within ten days after signing this Agreement; if such document
                                            has been registered, the Parties shall apply to the Registration Authority for the rescission
                                            or cancellation of such registration within ten days after signing this Agreement. Each of
                                            the Parties shall sign documents and provide necessary assistance for the rescission or cancellation
                                            of such registration application or registration.



 


		6	A
                                            Party fails to comply with this Agreement or perform its obligations hereunder, shall constitute
                                            a breach of this Agreement, and the non- breaching Party shall have the right to claim against
                                            the breaching Party the direct economic losses resulting from its breach.



 


		7	This
                                            Agreement shall be governed by the laws of the People’s Republic of China.



 


		8	Any
                                            dispute in connection with the signing, interpretation and performance of this Agreement
                                            shall first be settled by the Parties through consultation. If the Parties fail to agree
                                            on the resolution of a dispute or a Party is unwilling to resolve the dispute through consultation
                                            within 30 days from the date on which a Party submits the dispute, the Party may submit such
                                            dispute to the people’s court having jurisdiction.



 


		9	This
                                            Agreement shall become effective upon affixation of signature or seal by the Parties.



 


		10	This
                                            Agreement is written in Chinese in four counterparts, each of which shall have the same legal
                                            effect and each Party holds one.



 


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remainder of this page is intentionally left blank]


 




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[Signing
Page]


 


Wenzhou
Golden Sun Education Development Co., Ltd. Wenzhou Ouhai District Art School


 





	By:	 	 	By:	 
	Name:	 	Name:
	Title:	 	Title:
	 	 	 
	Xueyuan
    Weng	 	Xiulan
    Ye
	 	 	 
	By:
    	 	 	By:	 


 


IN
WITNESS WHEREOF, the parties have signed this Agreement on the date first written above


 


 


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