Exhibit 10.12


 


[ENGLISH TRANSLATION FOR CONVENIENCE ONLY.


NOT AN OFFICIAL TRANSLATION]


 


Contract for Transfer of Intellectual Property
Right of Software


 


Transferor ( Party A ): Weihu Software ( Beijing
) Co., Ltd.


Transferee ( Party B ): Shenzhen NOC Technology Co., Ltd.


 


Based on the principle of equality, voluntariness
and sincere cooperation, according to Intellectual Property Right of the People’s Republic of China, Regulations on Protection
of Computer Software and other provisions of laws and regulations, through mutual friendly negotiation, Party A and Party B reach
the following agreement on the matter that Party A transfers intellectual property right of the software NOC Study Comprehensive
Service Platform VI. 0 to Party B for both parties to abide by.


 


Article I Name of the Works


Party A shall transfer intellectual property
right of the software NOC Study Comprehensive Service Platform VI. and of source code to Party B, details of which can be seen
in Attachment 1


 


Article 2 Rights, Geographical Area and
Duration of Transfer


		1.	Party A shall transfer all intellectual property rights of the following all geographical areas:



		2.	Geographical area includes: Chinese Mainland ( excluding Hongkong, Macao special administrative
region and Taiwan );



		3.	Transfer duration: permanent.



 


Article 3 Transfer Price and Date to Pay
Transfer Price


1. Party B shall pay the fee and tax for transfer
of intellectual property right of software to Party A in the amount Total ( in capital ) One Million and Twenty Six Thousand
Yuan, ( in figure ) 1,026,000 yuan


2. Payment schedule


		a.	Party B shall pay 500,000 yuan within 10 days from the date the agreement is signed to Party A;



		b.	Party B shall pay 250,000 yuan within 3 months from the date the agreement is signed to Party A



		c.	Party B shall pay 150,000 yuan within 6 months from the date the agreement is signed to Party A;



		d.	Party B shall pay 126,000 yuan within 12 months from the date the agreement is signed to Party
A.



 


Article 4 Method to Pay Price


Party B shall make payment according to the
following methods:


a o Cash payment


b o Bank transfer


c o By cheque


 






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Article 5 Rights and Obligations of Party
A


		1.	According to the stipulation of the contract, Party A shall transfer all intellectual property
rights of NOC Study Comprehensive Service Platform V1.0 to Party B, including patented products, all source codes of patent, with
integrity of the code ensured, which can be compiled into application program directly for normal use.



		2.	Since the date the contract is signed, Party A shall not transfer the object ( namely the transfer
of software patent and source code ) of the contract or permit it to be used by third party; since the date Party B has made full
payment, Party B shall enjoy the patent of software and all intellectual property rights of source code, and Party A shall not
use, transfer and disseminate the patent or source code of the patent in any form.



		3.	After the contract is signed, Party A shall be responsible for providing necessary technical service
for technical transfer to Party B, and shall be responsible for giving instruction on installation, debugging, and explaining the
principle and method for implementation of the function, and answering all questions asked by Party B in the face.



		4.	Within 1 year from the date when the contract comes into effect, Party A shall be responsible for
providing technical consultation related to the patent to Party B, and answering problems encountered in the process of developing
the patented technology, and explaining development idea and method. Party A shall provide technical training related to the patent,
and relevant technical training for technical personnel of Party B.



 


Article 6 Rights and Obligations of Party
B


		1.	Party A shall be responsible for paying the fee 1,026,000 yuan ( in capital: One Hundred Million
and Twenty Six Thousand Yuan ) for transfer of intellectual property right of NOC Study Comprehensive Service Platform V1.0, and
shall make payment to Party A according to payment schedule stipulated in the contract.



		2.	Party B shall have the right to make arbitrary change of the patented technology or source code
of the software, and the right to dispose the patented technology software or source code freely.



 


Article 7 Liability for Breach of Contract


		1.	If either party violates the stipulation of the contract, which causes loss to the other party,
the observant party can require the other party to bear liability for breach of contract, and pay liquidated damage of 5000 yuan.
If the actual amount of loss is bigger than amount of liquidated damage, the actual amount of loss shall prevail.



		2.	If Party A delivers the patent and source code of NOC Study Comprehensive Service Platform V1.0
with each overdue day, it shall pay 0.1% of transfer fee of property right of the software to Party B as liquidated damage. If
Party A delivers late for more than 20 days, Party B has the right to terminate the contract, and Party A shall pay 0.5% of the
transfer fee of intellectual property right of the software to Party B as liquidated damage.



		3.	If Party B defers the payment for each overdue day, it shall pay 0.1% of the transfer fee of the
intellectual property right of the software to Party A as liquidated damage. If Party B does not make the payment for more than
20 overdue day, Party A has the right to cancel the contract.



		4.	If Party A infringes the intellectual property right of others or violates the present laws or
national policies, it shall bear liability for damage independently, Party B is irrelevant to it; If Party A transfers the software
or source code, which results in its detainment, confiscation, or prohibition of issuance or use by relevant authority, Party A
shall compensate Party B for all losses thus suffered.



 






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Article 8 Guarantee Article


		1.	Party A ensures that it owns the intellectual property right of the product, and that the act of
transferring does not infringe the legitimate rights of any third party. If Party A violates the article, Party A constitutes breach
of the contract, and Party B has the right to cancel contract, and to require Party A to compensate for the loss.



		2.	Party A ensures that the transferred software product conforms to provisions of laws and regulations
of the People’s Republic of China and functional explanation in attached file.



 


Article 9 Delivery


Party A shall deliver all source codes of the
patent of the software and other relevant files in Beijing ( place ) on April 18, 2014


 


Article 10 Effectiveness


The contract comes into effect after being
signed and sealed by both parties. Without consent of both parties, either party shall not have the right to modify or change the
stipulation of the contract.


 


Article 11 Registration


The intellectual property right is transferred
to Party B with consent of Party A, and Party B shall go through registration of intellectual property right within 10 days from
the date the contract is signed.


 


Article 12 Confidentiality Keeping


Party A and Party B ensure that they shall
keep confidential the files and materials ( including commercial secret, company plan, financial information, technical information,
operation information etc ) of the other party which are acquired in process of discussing, signing and implementing the agreement
unavailable through other public channel. Without the consent of original provider of the materials and files, the other party
shall not disclose all or part of the content of commercial secret to any third party, otherwise it will constitute breach of contract,
and the aggrieved party shall have the right to require the damaging party to bear responsibility according to article of liability
for breach of contract. The period of confidentiality keeping is 10 years.


 






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Article 13 Notice


		1.	According to the requirement of contract, all notices sent by one party to the other party, correspondences
between both parties and notice and requirement etc in connection with the contract shall be made in written form, and be delivered
by means of email ( letter, fax, telegraph, submission in face etc ) . If the above means fail to serve, serving by means of announcement
can be adopted.



		2.	Postal address of all parties is as follows:



		a.	Postal address of Party A: Room 212, Block A, No. 25, Middle of Yongtai Road, Haidian District,
Beijing



Email: vigourpan@ 163.com


		b.	Postal address of Party B: 2405, 4th Floor, Block 2, Meilinduoli Industrial Area, Meihua
Road, Futian District, Shenzhen



Email: renxiaoheng@ vip.sina.com


3. If one party changes the notifying address
or postal address, it shall inform the other party in written form or by email within 5 days from the date of change, otherwise
the party failing to notify shall bear relevant responsibility thus incurred.


 


Article 14 Alteration of Contract


In the period of performance of contract, in
case of special case, if either Party A or Party B needs to alter the contract, the altering party shall inform the other party
in written form in time. After consent of the other party is got, both party shall sign agreement on making alteration in written
form within stipulated time limit ( within 5 days from the date the written notice is sent ), which will become the integral part
of the contract. Without written files signed by both parties, either party has no right to alter the contract, otherwise the economic
loss thus caused to the other party shall be born by the responsible party.


 


Article 15 Transfer of Contract


Unless otherwise stipulated in contract or
agreed upon by both parties through negotiation, either party shall not transfer any right and obligation of both parties stipulated
in the contract to the third party without written consent of the other party. Any transfer without written consent of the other
party shall be null and void.


 


Article 16 Force majeure


		1.	If either party fails to perform all or part of its obligations under the contract due to impact
of force majeure ( force majeure refer to any event which can not be reasonably controlled, foreseen or which is foreseeable but
is unavoidable and unconquered, that occurs after the contract is signed, which causes the impossibility or impracticality of the
party to perform the contract in total or in part objectively. Such events include but are not limited to flood, fire, drought,
typhoon, earthquake and other natural calamities, traffic accident, strike, commotion, riot and war ( whether the war has been
declared or not ) and action and inaction of the government ), the performance of the obligation shall be suspended in the period
the force majeure impedes the performance.



		2.	The party which claims to be affected by force majeure shall inform the other party of the occurrence
of force majeure in written form within shortest time and shall provide appropriate proof for the force majeure and its duration
by hand or registered air mail within 15 days after the occurrence of force majeure. The party which claims that force majeure
has caused its impossibility or impracticality to perform the contract objectively shall make every reasonable effort to eliminate
or alleviate the effect of force majeure.



		3.	In case of occurrence of force majeure, both parties shall decide how to execute the contract through
friendly negotiation immediately. After the force majeure or its effect is terminated or eliminated, both parties shall reinstate
their capacity to perform the obligations under the contract respectively.



 






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Article 17 Settlement of Dispute


In the period of performance of the contract,
dispute arising between both parties shall be settled by negotiation. If no agreement is reached through negotiation, the case
is within the jurisdiction of people’s court in the place where Party A lies.


 


Article 18 Others


The contract is made in triplicate, one for
each party, and one for filing.


 


Transferor ( seal ): Weihu Software ( Beijing
) Co., Ltd.


Representative ( signature ):


Opening bank: Beijing Dongfang Meidiya subbranch,
Industrial and Commercial Bank of China Co., Ltd.


Account No.: [*]


Date of signing: April 14, 2014


Place of signing: Beijing


 


Transferee ( seal ): Shenzhen NOC
Technology Co., Ltd.


Representative ( signature ):


Opening bank: Shenzhen subbranch, Industrial
and Commercial Bank of China


Account No.:[*]


Date of signing: April 14, 2014


Place of signing: Beijing


 


Attachment 1


intellectual property right of NOC Study Comprehensive
Service Platform V1.0 include the following systems:


 


	System category	System name
	Learning capacity analysis system	1	Learning capacity analysis system for primary school student
	2	Learning capacity analysis system for junior middle school student
	3	Learning capacity analysis system for senior middle school student
	Examination- taking capacity strengthening system	4	Examination- taking capacity strengthening system for primary school student
	5	Examination- taking capacity strengthening system for junior middle school student
	6	Examination- taking capacity strengthening system for senior middle school student
	Comprehensive quality evaluation system	7	Comprehensive quality analysis system for student admitted to school
	8	Comprehensive quality evaluation system for primary school student
	9	Comprehensive quality evaluation system for junior middle school student
	10	Comprehensive quality evaluation system for senior middle school student
	Teaching auxiliary system	11	Instruction and evaluation system for preschool children and their parents
	12	Instruction and evaluation system for parents of primary school student ( for parents )
	13	Planning, instruction and evaluation system for Entrance Examination into Senior Middle School
	14	Planning, instruction and evaluation system for College Entrance Examination
	15	Intelligent evaluation system for filling in college ( including student and parents evaluation )
	16	Instruction and evaluation system for applying for higher occupational institution


 






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        State Copyright Administration of China

        Certificate of Registration for Copyright of
        Computer Software

         

        Certificate No.: No. 0762837 of Software Copyright
        Registration File

        Software name: NOC Study Comprehensive Service
        Platform V1.0

        Copyright owner: Shenzhen NOC Technology Co., Ltd.

        Date of development completion: October 10,
        2013

        Date of first release: October 10, 2013

        Way to acquire: receiving the transfer

        Scope of right: all rights

        Registration No.:2014SR093593

        According to the provisions of Computer Software
        Protection Rules and Computer Software Copyright Registration Method, examined and approved by Copyright Protection Center of China,
        we hereby register the above items

        No.: 00495428 July 8, 2014



 


Acceptance No.:____ Signature of acceptor:____
Serial number


Registration No.:____ Signature of examiner:____


 






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Registration and Application Form for Computer
Software Copyright


	Basic information of software	Software full name	NOC Study Comprehensive Service Platform	Edition No.	V1.0
	Software shortened form	 	Classification No.	30209- 8400
	Software explanation	
        ⊙Original
         ○Modified ( including translation software and synthesis
        software)

        □Authorization
        of original copyright owner shall be got before software can be modified

        □Original
        software has been registered

        ·Original
        registration No.

        ·Modified
        ( translated or synthetic ) software explanation:

	Date to complete development	October 10, 2013	 	 
	State of release	
        ⊙Has
        been released

        Date of first release : October 10, 2013

        Place of first release: Beijing, China

        ○
        Unreleased

	Development mode	⊙Independent development  ○Cooperative development  ○Commissioned development  ○ Development by assigned mission
	Copyright owner	Name	Category	Type of certificate	Number of certificate	Nationality	Province /City	Park
	Shenzhen NOC Technology Co., Ltd.	Enterprise as legal person	Business license of enterprise as legal person	440301106917980	China	Shenzhen, Guangdong	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 






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Serial number


	Explanation of right	Way to acquire right	
        ○
        Original obtainment

        oDerivative
        acquisition (oreceiving transfer 
        ○inherit )

        oThe
        software has been registered (original registration No.: 2013SR132660 )

        oAlteration
        or supplementary has been made for original registration ( alteration or supplementary proof No.:)

	Scope of right	
        oAll

        ○Part
        (oright of publication oright of authorship oright of alteration oright of copy oright of release oright of renting oright of information network
        communication oright of translation oother rights enjoyable by copyright owner )

	Software identification material	○Normal deposit	
        Submit the preceding consecutive 30 pages and
        posterior consecutive 30 pages of the source program

        Submit the preceding consecutive 30 pages and
        posterior consecutive 30 pages of any one file

        ○One
        file  ○___ (how many ) files

	○Exceptional deposit	
        ○Covered
        by black oblique line, with page number of:

        ○Preceding
        10 pages and randomly chosen consecutive 50 pages

        ○the
        preceding consecutive 30 pages and posterior consecutive 30 pages of object program and randomly chosen consecutive 20 pages of
        source program

	Software function and technical characteristic	Hardware environment	PC machine  RAM 1GB  HD 1000G  CPU master frequency 2GHz
	Software environment	Operating system: Windows XP / visa / Win 7 / Server 2008
	Programming language	ASP.NET, Java	Source program capacity	206825 lines
	Main functions and technical characteristic	NOC Study Comprehensive Service Platform consists of three main systems, which are comprehensive quality evaluation, learning capacity analysis and strengthening capacity to take examination, and other auxiliary system. Comprehensive quality evaluation, focusing on quality education, tracks and evaluates students’ growth, development and interest, scientific innovation ability and leadership influence. Learning capacity analysis and examination- taking ability strengthening, focusing on present actual teaching direction, helps teacher to manage study of student in an one- to – one way and improves student’s ability to take examination by technical means. The platform, covering students from primary school to senior middle school, applies internet, cloud computing, mobile technology and other new technological means into student’s comprehensive quality tracking and evaluation, learning capacity analysis and management and examination- taking ability strengthening etc. If theses systems are used in proper collocation in scientific and reasonable manner, they will form a complete teaching evaluation system
	 	 	 	 	 	 


 






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Serial number:


	Copies of certificate	One original
	Please confirm the copies of the duplicate of computer software copyright registration certificate, the total number of original and copy of registration certificate shall not exceed the number of copyright owners of software
	List of submitted material for application
	Type of application material	Name of application material
	Application form	the printed signed or sealed registration application form   ____ pages in a copy
	Software identification material	
        Software source program ___ pages in a copy

        Software file ( 1 ) ___ pages in a copy

        Software file ( 2 ) ___ pages in a copy

	Identification	
        Copy of identification of applicant ___ pages
        in a copy

        Copy of identification of agent ___ pages in
        a copy

	Documentary evidence for right adscription	
        Software transfer contract or agreement ___
        pages in a copy

        Documentary evidence for inheriting ___ pages
        in a copy

         

	Other material	
        ___ pages in a copy

        ___ pages in a copy

        ___ pages in a copy

        ___ pages in a copy



Explanation for filling in:


Please submit relevant application materials
according to requirement as indicated, and write down actual pages of deposited material accurately in list of submitted application
material. For other material, please fill name and pages of material in. The page is an integral part of application form and shall
be printed and submitted along with application form.


 


Serial number


	Way to handle application	○Apply by copyright owner  ⊙Apply by agent
	Information of applicant	Name	Shenzhen
    NOC Technology Co., Ltd.	Tel	18987187112
	Detailed address	2405B, 4th Floor, Block 2, Factory Building of Meilinduoli Industrial Area, Meihua Road, Futian District, Shenzhen	Post code	518000
	Contact person	Li Weifu	Mobile phone	18987187112
	E- mail	liweifu@163.com	Fax	 
	Information of agent	
        The applicant entrusts the following agents
        to handle registration matters, details of which is shown as follows:

        Entrust the following agents with full authority
        to be responsible for registration matters of the copyright of the software. Date of authorization: from the beginning of the registration
        of copyright of software to the end of the registration

	Name	Beijing Haolibaibo Science and Technology Co., Ltd.	Tel	010- 52490879
	Detailed address	Room 713, Block 2, Beihuiguixian, No. 336, East Street, Huilongguan, Changping District, Beijing	Post code	100096
	Contact person	Huang Dingya	Mobile phone	18601245530
	E-mail	Bjholybible@163. com	Fax	010-80746995 - 802
	
        The applicant has carefully read the explanation
        for filling in form, and has correctly understood the contents which need to be filled in, and ensured that the contents filled
        are true.

        Signature and seal of applicant

        April 16, 2014



 






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        State Copyright Administration of China

        Certificate of Registration for Copyright of
        Computer Software

         

        Certificate No.: No. 0638422 of Software Copyright
        Registration File

        Software name: NOC Study Comprehensive Service
        Platform V1.0

        Copyright owner: Weihu Software ( Beijing )
        Co., Ltd.

        Date of development completion: October 10,
        2013

        Date of first release: October 10, 2013

        Way to acquire right: Original acquiring

        Scope of right: all rights

        Registration No.:2013SR132660

        According to the provisions of Computer Software
        Protection Rules and Computer Software Copyright Registration Method, examined and approved by Copyright Protection Center of China,
        we hereby register the above items

        No.:00362350 November 26, 2013



 


 


 


 


 


 


 


 


 


 


 


 


 






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