Exhibit
10.6


 


EXCLUSIVE
EQUITY INTEREST PURCHASE AGREEMENT


 


THIS
EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and
between the following parties on March 31, 2018.


 


Party
A: Tiandahai (Xiamen) Information Technology Co., Ltd., a limited liability company (wholly foreign owned enterprise) duly
established and valid existing under the PRC laws.


Registered
Address: Zone 1, No 7, Hexiang Xier Road, Siming District, Xiamen.





 


Party
B: the individuals and entities as set forth in Schedule I attached hereto.





 


Party
C: Xiamen Hengda Haitian Computer Network Co., Ltd., a limited liability company duly established and valid existing under
the PRC laws.


Registered
Address: Room 304, No 30, Guanri Road, Siming District, Xiamen.


 


WHEREAS,


 


		1.	Party
                                         B collectively holds 100% equity interest in Party C;



 


		2.	Party
                                         A and Party C have entered into a series of Agreements including the Exclusive Consulting
                                         and Service Agreement.



 


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





 


		1.	Transfer
                                         of Equity Interest



 


		1.1	Granting
                                         Right



 


Under
the PRC law, Party B hereby irrevocably grants Party A the exclusive right to purchase, or designate one or more persons (the
“Specified Person”) to purchase, a portion or whole of the Equity Interest of Party C held by Party B at the
price set forth in Article 1.3 hereof in accordance with the procedure promulgated by Party A at any time in Party A’s discretion.(the
“Purchase Right”). Except for Party A and the Specified Person, Party C shall not sell the Equity Interest
to any third party. Party C hereby agrees that Party B may grant the Purchase Right to Party A. For the purpose of this Agreement,
the “person” stipulated herein refers to individual, corporation, joint venture, partnership, enterprise, trust or
non-corporation organization.


 


		1.2	Procedure



 


The
exercise of the Purchase Right by Party A shall subject to the laws and regulations of the PRC. When Party A intends to exercise
the Purchase Right, it shall issue a written notice (the “Purchase Notice”) to Party B which shall contain
the following items: (a) Party A intends to exercise the Purchase Right; (b) the percentage of the Equity Interest to be purchased
therewith (the “Purchased Equity Interest”); and (c) the effective date or transfer date.


 






     


     


    




 


		1.3	Transfer
                                         Fee



 


The
Transfer Fee (“Transfer Fee”) shall be confirmed by and between Party A and Party B through negotiation according
to the appraisal of the Equity Interest approved by the competent authority, and it shall be the lowest price allowable by the
PRC laws and regulations. Party B hereby unconditionally and irrevocably agrees that, in the event that Party A exercises its
Purchase Right, Party B shall unconditionally refund to Party A the Transfer Fee in full.


 


		1.4	Transfer
                                         of the Equity Interest



 


Each
time when Party A exercises the Purchase Right:


 


		1.4.1	Party
                                         B shall procure that Party C convene shareholders’ meeting timely and shall pass
                                         the shareholders’ resolutions that Party B could transfer to Party A or the Specified
                                         Person the Equity Interest.



 


		1.4.2	Party
                                         B shall enter into Equity Transfer Agreement with Party A (or the Specified Person, if
                                         applicable) in accordance with this Agreement and Purchase Notice.



 


		1.4.3	Related
                                         parties shall execute all other necessary agreements or documents, and obtain all necessary
                                         government approvals and consents, and take all necessary actions to lawfully transfer
                                         the title to the Equity Interests to Party A or the Specified Person and procure Party
                                         A or the Specified Person to be registered as the holder of the Equity Interest. The
                                         Equity Interest should be free from any Security Interest. For the purpose of this Agreement,
                                         Security Interest shall include guarantee, mortgage, any third party’s right or
                                         interest, any purchase right, pre-emption right, offset right and any other security
                                         arrangements. Notwithstanding the foregoing, the Security Interest shall not include
                                         any security interest accrued in accordance with this Agreement and the Equity Interest
                                         Pledge Agreement which is entered into by and between Party B and Party A on March 31,
                                         2018 (“Equity Interest Pledge Agreement”). According to the Equity
                                         Interest Pledge Agreement, Party B shall pledge all the equity possessed by Party B in
                                         Party C to Party A as a guarantee to the performance of the Exclusive Technical Consulting
                                         and Service Agreement which is entered into by and between Party C and Party A on March
                                         31, 2018 (“Exclusive Technical Consulting and Service Agreement”).
                                         



 


		1.5	Payments
                                         for the Equity Interest



 


1.5.1
Party A shall pay the Transfer Fee to Party B in accordance with Article 1.3 hereof.





 


		2.	Warranties
                                         Relating to the Equity Interest



 


		2.1	Party
                                         C hereby guarantees that:



 


		2.1.1	Absent
                                         prior written consent of Party A or the Specified Person, Party C will not supplement,
                                         amend, or modify any provision of the Articles of Association of the company, and shall
                                         not increase or decrease its registered capital, or alter the equity structure in other
                                         methods.



 


		2.1.2	Party
                                         C shall be legally existing, and prudently and efficiently operates its business and
                                         deals with corporate affairs in accordance with commercial standards and practice.



 


		2.1.3	Absent
                                         prior written consent of Party A or the specific person, Party C shall not sell, transfer,
                                         mortgage or dispose of any asset, business or beneficial right of Party C, or allow creation
                                         of any other Security Interest.



 






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		2.1.4	Absent
                                         prior written consent of Party A or the specific person, Party C shall not incur, inherit,
                                         guarantee or bear any debt except for (i) the debt is incurred during the routine business
                                         instead of loan; and (ii) the debt has been disclosed to Party A and has obtained Party
                                         A’s written consent.



 


		2.1.5	Party
                                         C shall operate its routine business to keep the value of its assets, and shall not result
                                         in any material influence on its business operation and the value of its asset by acts
                                         or omissions.



 


		2.1.6	Absent
                                         prior written consent of Party A or the specific person, Party C shall not enter into
                                         any material agreement except for the purpose of routine business operation. (For the
                                         purpose of this provision, an agreement covering an amount in excess of RMB100,000 shall
                                         be deemed as a material agreement).



 


		2.1.7	Absent
                                         prior written consent of Party A or the specific person, Party C shall not provide any
                                         loan or credit to any third party.



 


		2.1.8	Party
                                         C shall provide all materials relating to its operation and financial status to Party
                                         A upon Party A’s request.



 


		2.1.9	Party
                                         C shall effect and maintain insurance from the insurance company acceptable to Party
                                         A. The amount and types of such insurance shall be the same with the alike companies
                                         which operate the similar business and possess the similar assets with Party C in the
                                         same distraction.



 


		2.1.10	Absent
                                         prior written consent of Party A or the specific person, Party C shall not merge with,
                                         combine with or purchase any entity or make investments to any entity.



 


		2.1.11	Party
                                         C shall promptly inform Party A of any existing or potential litigation, arbitration,
                                         or administrative procedure in relation to Party C’s assets, business and revenue.



 


		2.1.12	Party
                                         C shall make all necessary efforts to maintain the title to its assets, including but
                                         not limited to execute all necessary or proper documents, commence all necessary or proper
                                         claims, or make all necessary or proper defences to all claims.



 


		2.1.13	Absent
                                         prior written consent of Party A, Party C shall not distribute any dividend to any shareholder.
                                         Nevertheless, Party C shall immediately distribute all payable dividends to the shareholders
                                         upon request of Party A or the specified person.






 


		2.2	Party
                                         B hereby guarantees that:



 


		2.2.1	Absent
                                         prior written consent of Party A or the specific person, Party B shall not sell, transfer,
                                         mortgage or dispose of any right or interest relating to the Equity Interest, or allow
                                         any creation of other Security Interest on the Equity Interest. However the Security
                                         Interest accrued from this Agreement and the Equity Interest Pledge Agreement shall be
                                         excluded.



 


		2.2.2	Party
                                         B shall promptly inform Party A of any existing or potential litigation, arbitration,
                                         or administrative procedure in relation to the Equity Interest.



 






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		2.2.3	Party
                                         B shall make all necessary efforts to maintain its title to the equity of Party C, including
                                         but not limited to execute all necessary or proper documents, commence all necessary
                                         or proper claims, or make all necessary or proper defences to all claims.



 


		2.2.4	Upon
                                         the request of Party A, Party B shall immediately transfer its Equity Interest to Party
                                         A or the Specified Person unconditionally at any time.



 


		2.2.5	Party
                                         B shall strictly comply with and duly perform this Agreement and any other agreements
                                         entered into by and between Party B, Party C, and Party A collectively or respectively
                                         and shall not affect the validity and enforceability of such agreements by acts or omissions.



 


		3.	Representations
                                         and Warranties



 


		3.1	Party
                                         B and Party C hereby collectively and respectively represent and warrant to Pary A that
                                         on and till the execution date of this Agreement and each and every transfer day thereafter:



 


		3.1.1	It
                                         has the authority and ability to enter into and duly perform this Agreement and each
                                         and every Equity Transfer Agreement executed thereafter by Party B or Party C collectively
                                         or respectively. Such Agreements shall be legally and effectively binding on the parties
                                         thereof and shall be enforceable in accordance with the provisions thereof. 



 


		3.1.2	The
                                         execution, delivery and performance of this Agreement or any Equity Transfer Agreement
                                         thereafter shall not: (i) violate any PRC laws; (ii) conflict with its Articles of Association
                                         or other organizational documents; (iii) breach any contract or document of which Party
                                         B and/or Party C is a party or which binds Party B and/or Party C; (iv) violate any acquired
                                         permit, approval or any valid qualification thereof; or (v) result in the ceasing or
                                         revocation or additional conditions to the acquired permit or approval. 



 


		3.1.3	Party
                                         B retains full and transferable title to its assets and facilities and absent any security
                                         interest other than the security interest accrued in this Agreement and the pledge set
                                         by the Equity Interests Pledge Agreement.



 


		3.1.4	Party
                                         B or any person designated by Party B shall unconditionally transfer any funds obtained
                                         from Party C in full to Party A (including but not limited to dividends, bonus, other
                                         rights, earnings and so forth distributed by Party C.) 



 


		3.1.5	Prior
                                         to Party A’s lawful exercise of Purchase Right, Party B shall not request Party
                                         C to distribute any dividend, bonus and other right and earning and so forth absent Party
                                         A’s permit.



 


		3.1.6	Party
                                         C has no outstanding debt except for (i) the legal debt, which is incurred during its
                                         routine business operation instead of loan; (ii) the debt has been disclosed to Party
                                         A and has obtained Party A’s written permit.



 


		3.1.7	Party
                                         C shall comply with all applicable laws and regulations relating to equity transfer.
                                         



 


		3.1.8	There
                                         is no existing, pending or potential litigation, arbitration, or administrative procedure
                                         in relation to the Equity Interest, assets of Party C and other matters of Party C.



 






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		3.2	Party
                                         A hereby represents and warrants to Party B and Party C on the execution date of this
                                         Agreement and each transfer day thereafter:



 


		(i)	Party
                                         A shall be obligated to provide continual financial support to Party C in the event that
                                         Party C requires to obtain funds support for business operation,;



 


		(ii)	In
                                         the event that Party C fails to repay the funds provided by Party A due to Party C’s
                                         operation losses, Party A hereby agrees to forego the right to seek repayment.



 


		4.	Effective
                                         Date



 


This
Agreement shall take effect upon execution by the Parties (“Effective Date”), the term shall be ten (10) years, and
it may be extended by another ten (10) years if Party A so requires.


 


		5.	Governing
                                         Law and Dispute Resolution



 


		5.1	Governing
                                         Law



 


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


 


		5.2	Dispute
                                         Resolution



 


With
regards to any dispute in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly
to settle the dispute. If it can not be settled within thirty (30) days from the date any party issuing written notice requesting
settlement of dispute through negotiation, each party has the right to submit it to China International Economic and Trade Arbitration
Committee for arbitration according to the valid arbitration rules. The arbitration shall be held in Beijing. The arbitration
award is final and binding on each party.


 


		6.	Tax
                                         and Expenditures



 


Each
party shall bear its own tax, costs and expenditures relating to preparing for and executing this Agreement and Equity Transfer
Contract and relating to completing the contemplated deal.


 


		7.	Notice



 


Any
notice or other communication under this Agreement shall be in Chinese and be sent to the address listed below or other address
as may be designated from time to time by personal delivery or mail or facsimile. Any notice required or given hereunder shall
be deemed to have been served: (a) the same date if sent by personal delivery; (b) the tenth date from delivery (subject to the
stamp) of a prepaid air-mail, or the fourth date from delivering to a professional delivery company acknowledged worldwide if
sent by mail; and (c) the receipt date recorded on the transmission confirmation notice if sent by facsimile.


 


Party
A: Tiandahai (Xiamen) Information Technology Co., Ltd.


Address:
Zone 1, No 7, Hexiang Xier Road, Siming District, Xiamen.


 


Party
B: the individuals and entities as set forth in Schedule I attached hereto


Address:
Room 304, No 30, Guanri Road, Siming District, Xiamen.


 


Party
C: Xiamen Hengda Haitian Computer Network Co., Ltd.


Address:
Room 304, No 30, Guanri Road, Siming District, Xiamen.


 






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		8.	Confidentiality



 


		8.1	The
                                         Parties acknowledge and confirm that any oral or written information relating to this
                                         Agreement communicated among the Parties shall be deemed as confidential information
                                         (“Confidential Information”). The Parties shall keep confidential of such
                                         Confidential Information and shall not disclose to any third party unless having obtained
                                         prior written consent from the other parties. Nevertheless, Confidential Information
                                         shall not include information which (a) was at the date hereof or subsequently becomes
                                         public information (otherwise than disclosed by any party received such Confidential
                                         Information); (b) is disclosed in accordance with applicable laws or regulations; or
                                         (c) the party who disclose any Confidential Information to its attorneys or financial
                                         advisors who need to access such information shall ensure that such attorneys or financial
                                         advisors comply with this provision and keep confidential of such information. The disclosure
                                         by the employee or agent of Each Party shall be deemed as disclosed by the party itself,
                                         and the party shall be liable of the breach. The Parties agree that the provisions of
                                         this Article shall survive notwithstanding the termination of this Agreement.



 


		9.	Further
                                         Assurance 



 


		9.1	The
                                         Parties agree that they will, without any hesitation, execute any necessary documents
                                         for the performance of this Agreement or any documents which are benefit for the purpose
                                         of this Agreement, and will take all necessary actions for the purpose of this Agreement
                                         or take actions which are benefit for the purpose of this Agreement.



 


		10.	Miscellaneous



 


		10.1	Amendment
                                         and supplementation



 


Any
revision, amendment and supplementation of this Agreement shall be in writing and be executed by Each Party.


 


		10.2	Compliance
                                         with laws and regulations



 


The
Parties shall comply with all applicable PRC laws and regulations which have been formally issued and may be publicly acquired.


 





		10.3	Entire
                                         agreement



 


Unless
it is otherwise revised, amended or supplemented after execution of this Agreement, this Agreement constitutes the entire agreement
among the parties as to the subject matter, and supersedes any prior oral or written negotiations, statements or agreement among
the parties relating thereto.


 


		10.4	Headings



 


Headings
in this Agreement are only set out for reading convenience, and shall not be used to interpret, explain or otherwise influence
the meaning of the provisions of this Agreement.


 





		10.5	Severability



 


If
any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations,
the validity and enforceability of the other terms hereof shall nevertheless remain unaffected, and the Parties hereto agree to,
through friendly negotiation, make valid terms to such invalid, illegal or unenforceable terms, and the economic results from
such valid terms shall be close to, as much as may be possible, the superseded invalid, illegal or enforceable terms.


 





		10.6	Successor



 


This
Agreement shall bind the successor of each party or the transferee permitted by the other parties and shall be interpreted for
its benefit.


 





		10.7	Continue
                                         to be effective



 


		10.7.1	Any
                                         duties occurred in relation to the Agreement before expiration or early termination of
                                         the Agreement shall continue to be effective after expiration or early termination of
                                         the Agreement. 



 


		10.7.2	Articles
                                         5, 7, 8 and 10.7 hereof shall survive notwithstanding the termination of this Agreement.



 


		10.8	Waiver



 


Each
party may waive the terms and conditions under this Agreement in writing. Such waiver should be duly signed by the other parties.
Any waive relating to the breach of the other party in certain circumstance shall not be deemed as that the waiver party has made
waiver to the other party for the same breach in other circumstances. 


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




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This
page is the signing page of this Exclusive Equity Interest Purchase Agreement. IN WITNESS WHEREOF, the Parties have its
authorized representative executed this Agreement on the date first above written.





 


Party
A: Tiandahai (Xiamen) Information Technology Co., Ltd.


 


Legal
Representative: /s/ Tiandahai (Xiamen) Information Technology Co., Ltd.





 


Party
B: 


 





	Huang Xiaoyang	Tang Mian
	 	 
	Signature: /s/ Huang Xiaoyang	Signature: /s/ Tang Mian
	 	 
	Yin Shenping	Tian Ce
	 	 
	Signature: /s/ Yin Shenping	Signature: /s/ Tian Ce
	 	 
	Shi Bo	Lin Xianfeng
	 	 
	Signature: /s/ Shi Bo	Signature: /s/ Lin Xianfeng
	 	 
	Wang Zhishuang	Inner Mongolia Guangxin Investment Co., Ltd.
	 	 
	Signature: /s/ Wang Zhishuang	Legal
Representative: /s/ Inner Mongolia
	 	Guangxin Investment Co., Ltd.
	 	 
	Huang Liuqing	Baotou Zhongzhe Hengtong Technology Co., Ltd.
	 	 
	Signature: /s/ Huang Liuqing	Legal Representative: /s/ Baotou Zhongzhe
	 	Hengtong Technology Co., Ltd.
	 	 
	Li Jingru	 
	 	 
	Signature: /s/ Li Jingru	 







  


Party
C: Xiamen Hengda Haitian Computer Network Co., Ltd.


 


Legal
Representative: /s/ Xiamen Hengda Haitian Computer Network Co., Ltd.


 




    	 	 	7



     


    

 


Schedule
I: Party B





 


	NO.	 	NAME	 	ID / Certificate NO.
	1	 	Huang Xiaoyang	 	350102196901180586
	2	 	Yin Shenping	 	320113196912054853
	3	 	Shi Bo	 	422323197402214910
	4	 	Wang Zhishuang	 	350221197705091518
	5	 	Huang Liuqing	 	350402197710292025
	6	 	Li Jingru	 	64010219690530002X
	7	 	Tang Mian	 	500228199001103746
	8	 	Tian Ce	 	130636198609102889
	9	 	Lin Xianfeng	 	321202198105280623
	10	 	Inner Mongolia Guangxin Investment Co., Ltd.	 	91150200318491313H
	11	 	Baotou Zhongzhe Hengtong Technology Co., Ltd.	 	9115029168650769XH



 


 


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